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                                                                    Exhibit 4.13

                                    WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR SKYLYNX COMMUNICATIONS, INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                              WARRANT TO PURCHASE

                            SHARES OF COMMON STOCK

                                      OF

                          SkyLynx Communications, Inc.

     Subject to Section 1 hereof, expires the earlier of November 15, 2004
      and a date six (6) months following an Offering (as defined below)

No.:  W-BPF-________
Number of Shares: See Below                  Date of Issuance: November 15, 1999

     FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, SkyLynx Communications, Inc., a Colorado corporation (together with
its successors and assigns, the "Issuer"), hereby certifies that ____________,
an individual, located at c/o _______________________________________, or his
registered assigns is entitled to subscribe for and purchase, during the period
specified in this Warrant, up to the number of shares set forth below (subject
to adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth.  Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 7 hereof.

     The number of shares of Common Stock subject to this Warrant is as follows:

     (a)  In the event of a Qualified Financing occurring on or before December
15, 1999, the quotient obtained by dividing: (i) the product of (A) ______ times
(B) the number of days that the loan from Holder to the Issuer evidenced by a
promissory note of even date herewith is outstanding divided by thirty (30)
(provided that such fraction in (B) shall in no event exceed one); by (ii)
$1.50;

     (b)  In the event that a Qualified Financing does not occur on or before
December 15, 1999, the sum of the shares of Common Stock calculated in
subsection (a) above, plus the quotient obtained by dividing: (i) the product of
(A) ______ times (B) the number of days after the period specified in subsection
(a) above, that the loan from Holder to the Issuer evidenced by a promissory
note of even date herewith is outstanding divided by sixty (60) (provided that
such

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fraction in (B) shall in no event exceed one); by (ii) $1.50, in the event of a
Qualified Financing occurring on or before February 13, 2000; or

     (c)  In the event that a Qualified Financing does not occur on or before
February 13, 2000, the quotient obtained by dividing (i) ______ by (ii) $1.50.

     1.   Term.  (a) Subject to subsection (b) below, the right to subscribe for
and purchase shares of Warrant Stock represented hereby shall commence on the
date of issuance of this Warrant and shall expire at the earlier of (i) 5:00
p.m., New York Time, on November 15, 2004; and (ii) a date six (6) months
following an underwritten public offering (an "Offering") of the Common Stock
(the "Initial Term"), provided, that, if at the date of the expiration of the
Initial Term, (A) the Warrant Stock shall not be listed on the OTC Bulletin
Board, the Nasdaq SmallCap Market, the Nasdaq National Market, The New York
Stock Exchange, Inc. or The American Stock Exchange, Inc. or (B) the Issuer
shall not have sufficient shares of Warrant Stock issuable upon a full exercise
of this Warrant, then the Initial Term shall be extended until such date on
which none of the foregoing events shall exist (the Initial Term, as such may be
extended, being hereinafter called the "Term").

     (b)  Notwithstanding subsection (a) above, the Issuer shall have the right
to redeem this Warrant in full for a redemption price equal to $.10 per share of
Warrant Stock issuable upon a full exercise of this Warrant at any time
following the first date that the Per Share Market Value of the Common Stock
exceeds $10 per share for a period of thirty (30) consecutive Trading Days.  The
Issuer shall notify the Holder of its election to redeem this Warrant by written
notice to the Holder in accordance with the terms of Section 11, which notice
shall specify the date, time and place of such redemption and the aggregate
redemption price.  On such redemption date, the Issuer shall deliver the
redemption price to the Holder and the Holder shall deliver this Warrant, duly
endorsed for transfer, to the Issuer.

     2.   Method of Exercise Payment:  Issuance of New Warrant:  Transfer and
Exchange.

     (a)  Time of Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part at any time and from time to time during the
Term.

     (b)  Method of Exercise.  The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at the Holder's election (i) in cash by certified or official
bank check, (ii) at any time on or after the Original Issue Date through the
date on or before the date any registration statement covering the resale of the
Warrant Stock has been declared effective by the Securities and Exchange
Commission by surrender to the Issuer for cancellation of a portion of this
Warrant representing that number of unissued shares of Warrant Stock which is
equal to the quotient obtained by dividing (A) the product obtained by
multiplying the Warrant Price by the number of shares of Warrant Stock being
purchased upon such exercise by (B) the difference obtained by subtracting the
Warrant Price from the Per Share Market Value as of the date of such exercise,
or (iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant.  In any case where the consideration payable upon such
exercise is being paid in whole or in part pursuant to the provisions of clause
(ii) of this subsection (b), such exercise shall be accompanied by written
notice from the Holder of this Warrant specifying the manner of payment thereof
and containing a calculation showing the number of shares of Warrant Stock with
respect to which rights are being surrendered thereunder and the net number of
shares to be issued after giving effect to such surrender.

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<PAGE>

     (c)  Issuance of Stock Certificates.  In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
Holder of the shares of Warrant Stock so purchased as of the date of such
exercise, and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

     (d)  Transferability of Warrant.  Subject to the provisions of subsection
(e) of this Section 2, this Warrant may be transferred by the Holder without the
consent of the Issuer.  If transferred pursuant to this paragraph and subject to
the provisions of subsection (e) of this Section 2, this Warrant may be
transferred on the books of the Issuer by the Holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant at the principal office of
the Issuer, properly endorsed (by the Holder executing an assignment in the form
attached hereto) and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer.  This Warrant is exchangeable at
the principal office of the Issuer for Warrants for the purchase of the same
aggregate number of shares of Warrant Stock, each new Warrant to represent the
right to purchase such number of shares of Warrant Stock as the Holder hereof
shall designate at the time of such exchange.  All Warrants issued on transfers
or exchanges shall be dated the Original Issue Date and shall be identical with
this Warrant except as to the number of shares of Warrant Stock issuable
pursuant hereto.

     (e)  Compliance with Securities Laws.

          (i)    The Holder of this Warrant, by acceptance hereof, acknowledges
     that this Warrant and the shares of Warrant Stock to be issued upon
     exercise hereof are being acquired solely for the Holder's own account and
     not as a nominee for any other party, and for investment, and that the
     Holder will not offer, sell or otherwise dispose of this Warrant or any
     shares of Warrant Stock to be issued upon exercise hereof except pursuant
     to an effective registration statement, or an exemption from registration,
     under the Securities Act and any applicable state securities laws.

          (ii)   Except as provided in paragraph (iii) below, this Warrant and
     all certificates representing shares of Warrant Stock issued upon exercise
     hereof shall be stamped or imprinted with a legend in substantially the
     following form:

                 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
          EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS
          AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
          REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
          SECURITIES LAWS OR SKYLYNX COMMUNICATIONS, INC. SHALL HAVE RECEIVED AN
          OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT
          REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
          PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

          (iii)  The restrictions imposed by this subsection (e) upon the
     transfer of this Warrant and the shares of Warrant Stock to be purchased
     upon exercise hereof shall

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     terminate (A) when such securities shall have been effectively registered
     under the Securities Act, (B) upon the Issuer's receipt of an opinion of
     counsel, in form and substance reasonably satisfactory to the Issuer,
     addressed to the Issuer to the effect that such restrictions are no longer
     required to ensure compliance with the Securities Act or (C) upon the
     Issuer's receipt of other evidence reasonably satisfactory to the Issuer
     that such registration is not required. Whenever such restrictions shall
     cease and terminate as to any such securities, the Holder thereof shall be
     entitled to receive from the Issuer (or its transfer agent and registrar),
     without expense (other than applicable transfer taxes, if any), new
     Warrants (or, in the case of shares of Warrant Stock, new stock
     certificates) of like tenor not bearing the applicable legends required by
     paragraph (ii) above relating to the Securities Act and state securities
     laws.

     (f)  Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof
or of any shares of Warrant Stock issued upon such exercise, acknowledge in
writing the extent, if any, of its continuing obligation to afford to the Holder
all rights to which the Holder shall continue to be entitled after such exercise
in accordance with the terms of this Warrant, provided that if the Holder shall
fail to make any such request, the failure shall not affect the continuing
obligation of the Issuer to afford such rights to the Holder.

     3.   Stock Fully Paid:  Reservation and Listing of Shares:  Covenants.

     (a)  Stock Fully Paid.  The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by or through Issuer.  The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a number of shares of Common Stock equal to at least
200% of the aggregate number of shares of Warrant Stock issuable upon the
exercise of the Warrant.

     (b)  Reservation.  If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as possible at its expense to
cause such shares to be duly registered or qualified.  If the Issuer shall list
any shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable securities exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed.  The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

     (c)  Covenants.  The Issuer shall not by any action including, without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other 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 the Holder hereof against dilution (to the extent specifically
provided herein) or impairment.  Without limiting the generality of the
foregoing, the Issuer will (i) not permit the par value, if any, of its Common
Stock to exceed the then effective Warrant Price, (ii) not amend or modify any

                                       4
<PAGE>

provision of the Articles of Incorporation or by-laws of the Issuer in any
manner that would adversely affect in any way the powers, preferences or
relative participating, optional or other special rights of the Common Stock or
which would adversely affect the rights of the Holders of the Warrants, (iii)
take all such action as may be reasonably necessary in order that the Issuer may
validly and legally issue fully paid and nonassessable shares of Common Stock,
free and clear of any liens, claims, encumbrances and restrictions (other than
as provided herein) upon the exercise of this Warrant, and (iv) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

     (d)  Loss, Theft, Destruction of Warrants.  Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     (e)  Rights and Obligations under any Registration Rights Agreement.  The
shares of Warrant Stock are entitled to the benefits and subject to the terms of
the registration rights agreement, if any, entered into between the Issuer and
the investors in the Qualified Financing.

     4.   Adjustment of Warrant Price and Warrant Share Number.  The number and
kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events as follows:

     (a)  Recapitalization, Reorganization, Reclassification, Consolidation,
     Merger or Sale.

          (i)  In case the Issuer after the Original Issue Date shall do any of
     the following (each, a "Triggering Event"):  (a) consolidate with or merge
     into any other Person and the Issuer shall not be the continuing or
     surviving corporation of such consolidation or merger; provided, however,
                                                            --------  -------
     that a merger for the sole purpose of effecting a change in domicile of the
     Company from one state to another shall not be deemed a Triggering Event,
     or (b) permit any other Person to consolidate with or merge into the Issuer
     and the Issuer shall be the continuing or surviving Person but, in
     connection with such consolidation or merger, any Capital Stock of the
     Issuer shall be changed into or exchanged for Securities of any other
     Person or cash or any other property, or (c) transfer all or substantially
     all of its properties or assets to any other Person, or (d) effect a
     capital reorganization or reclassification of its Capital Stock, then, and
     in the case of each such Triggering Event, proper provision shall be made
     so that, upon the basis and the terms and in the manner provided in this
     Warrant, the Holder of this Warrant shall be entitled (x) upon the exercise
     hereof at any time after the consummation of such Triggering Event, to the
     extent this Warrant is not exercised prior to such Triggering Event, or is
     redeemed in connection with such Triggering Event, to receive at the
     Warrant Price in effect at the time immediately prior to the consummation
     of such Triggering Event in lieu of the Common Stock issuable upon such
     exercise of this Warrant prior to such Triggering Event, the Securities,
     cash and property to which the Holder would have been entitled upon the
     consummation of such Triggering Event if the Holder had exercised the
     rights represented by this Warrant immediately prior thereto, subject to
     adjustments and increases (subsequent to such corporate action) as nearly
     equivalent as possible to the adjustments provided for in Section 4 hereof
     or (y) to sell this Warrant (or, at the Holder's election, a portion
     hereof) to the Person continuing after or surviving such Triggering Event,
     or to the Issuer (if Issuer is the continuing or surviving Person) at a
     sales price equal to the amount of cash, property and/or Securities to
     which a holder of the number of shares of Common Stock which would
     otherwise have

                                       5
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     been delivered upon the exercise of this Warrant would have been entitled
     upon the effective date or closing of any such Triggering Event (the "Event
     Consideration"), less the amount or portion of such Event Consideration
     having a fair value equal to the aggregate Warrant Price applicable to this
     Warrant or the portion hereof so sold.

          (ii)  Notwithstanding anything contained in this Warrant to the
     contrary, the Issuer will not effect any Triggering Event unless, prior to
     the consummation thereof, each Person (other than the Issuer) which may be
     required to deliver any Securities, cash or property upon the exercise of
     this Warrant as provided herein shall assume, by written instrument
     delivered to, and reasonably satisfactory to, the Holder of this Warrant,
     (A) the obligations of the Issuer under this Warrant (and if the Issuer
     shall survive the consummation of such Triggering Event, such assumption
     shall be in addition to, and shall not release the Issuer from, any
     continuing obligations of the Issuer under this Warrant) and (B) the
     obligation to deliver to the Holder such shares of Securities, cash or
     property as, in accordance with the foregoing provisions of this subsection
     (a), the Holder shall be entitled to receive, and such Person shall have
     similarly delivered to the Holder an opinion of counsel for such Person,
     which counsel shall be reasonably satisfactory to the Holder, stating that
     this Warrant shall thereafter continue in full force and effect and the
     terms hereof (including, without limitation, all of the provisions of this
     subsection (a)) shall be applicable to the Securities, cash or property
     which such Person may be required to deliver upon any exercise of this
     Warrant or the exercise of any rights pursuant hereto.

          (iii) If with respect to any Triggering Event, the Holder of this
     Warrant has exercised his right as provided in clause (y) of subparagraph
     (i) of this subsection (a) to sell this Warrant or a portion thereof, the
     Issuer agrees that as a condition to the consummation of any such
     Triggering Event the Issuer shall secure such right of Holder to sell this
     Warrant to the Person continuing after or surviving such Triggering Event
     and the Issuer shall not effect any such Triggering Event unless upon or
     prior to the consummation thereof the amounts of cash, property and/or
     Securities required under such clause (y) are delivered to the Holder of
     this Warrant.  The obligation of the Issuer to secure such right of the
     Holder to sell this Warrant shall be subject to the Holder's cooperation
     with the Issuer, including, without limitation, the giving of customary
     representations and warranties to the purchaser in connection with any such
     sale.  Prior notice of any Triggering Event shall be given to the Holder of
     this Warrant in accordance with Section 11 hereof.

     (b)  Subdivision or Combination of Shares.  If the Issuer, at any time
while this Warrant is outstanding, shall subdivide or combine any shares of
Common Stock, (i) in case of subdivision of shares, the Warrant Price shall be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer shall take a record of holders of its Common Stock for the purpose of so
subdividing, as at the applicable record date, whichever is earlier) to reflect
the increase in the total number of shares of Common Stock outstanding as a
result of such subdivision, or (ii) in the case of a combination of shares, the
Warrant Price shall be proportionately increased (as at the effective date of
such combination or, if the Issuer shall take a record of holders of its Common
Stock for the purpose of so combining, as at the applicable record date,
whichever is earlier) to reflect the reduction in the total number of shares of
Common Stock outstanding as a result of such combination.

     (c)  Certain Dividends and Distributions.  If the Issuer, at any time while
this Warrant is outstanding, shall:

          (i)  Stock Dividends.  Pay a dividend in, or make any other
     distribution to its stockholders (without consideration therefor) of,
     shares of Common Stock, the Warrant Price shall be adjusted, as at the date
     the Issuer shall take a record of the holders the Issuer's Capital Stock
     for the purpose of receiving such dividend or other distribution (or

                                       6
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     if no such record is taken, as at the date of such payment or other
     distribution), to that price determined by multiplying the Warrant Price in
     effect immediately prior to such record date (or if no such record is
     taken, then immediately prior to such payment or other distribution), by a
     fraction (1) the numerator of which shall be the total number of shares of
     Common Stock outstanding immediately prior to such dividend or
     distribution, and (2) the denominator of which shall be the total number of
     shares of Common Stock outstanding immediately after such dividend or
     distribution (plus in the event that the Issuer paid cash for fractional
     shares, the number of additional shares which would have been outstanding
     had the Issuer issued fractional shares in connection with said dividends);
     or

          (ii)  Other Dividends.  Pay a dividend on, or make any distribution of
     its assets upon or with respect to (including, but not limited to, a
     distribution of its property as a dividend in liquidation or partial
     liquidation or by way of return of capital), the Common Stock (other than
     as described in clause (i) of this subsection (c)), or in the event that
     the Issuer shall offer options or rights to subscribe for shares of Common
     Stock, or issue any Common Stock Equivalents, to all of its holders of
     Common Stock, then on the record date for such payment, distribution or
     offer or, in the absence of a record date, on the date of such payment,
     distribution or offer, the Holder shall receive what the Holder would have
     received had he exercised this Warrant in full immediately prior to the
     record date of such payment, distribution or offer or, in the absence of a
     record date, immediately prior to the date of such payment, distribution or
     offer.

     (d)  Issuance of Additional Shares of Common Stock.  If the Issuer, at any
time while this Warrant is outstanding, shall issue any Additional Shares of
Common Stock (otherwise than as provided in the foregoing subsections (a)
through (c) of this Section 4), at a price per share less than the Warrant Price
then in effect or less than the Per Share Market Value then in effect or without
consideration, then the Warrant Price upon each such issuance shall be adjusted
to that price (rounded to the nearest cent) determined by multiplying the
Warrant Price then in effect by a fraction:

          (i)   the numerator of which shall be equal to the sum of (A) the
     number of shares of Common Stock outstanding immediately prior to the
     issuance of such Additional Shares of Common Stock plus (B) the number of
     shares of Common Stock (rounded to the nearest whole share) which the
     aggregate consideration for the total number of such Additional Shares of
     Common Stock so issued would purchase at a price per share equal to the
     greater of the Per Share Market Value then in effect and the Warrant Price
     then in effect, and

          (ii)  the denominator of which shall be equal to the number of shares
     of Common Stock outstanding immediately after the issuance of such
     Additional Shares of Common Stock.

The provisions of this subsection (d) shall not apply under any of the
circumstances for which an adjustment is provided in subsections (a), (b) or (c)
of this Section 4.  No adjustment of the Warrant Price shall be made under this
subsection (d) upon the issuance of any Additional Shares of Common Stock which
are issued pursuant to any Common Stock Equivalent if upon the issuance of such
Common Stock Equivalent (x) any adjustment shall have been made pursuant to
subsection (e) of this Section 4 or (y) no adjustment was required pursuant to
subsection (e) of this Section 4.  No adjustment of the Warrant Price shall be
made under this subsection (d) in an amount less than $.01 per share, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment, if any, which together with
any adjustments so carried forward shall amount to $.01 per share or more,
provided that upon any adjustment of the Warrant Price as a result of any
dividend or distribution payable in Common Stock or Convertible Securities or
the reclassification, subdivision or combination of

                                       7
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Common Stock into a greater or smaller number of shares, the foregoing figure of
$.01 per share (or such figure as last adjusted) shall be adjusted (to the
nearest one-half cent) in proportion to the adjustment in the Warrant Price.

     (e)  Issuance of Common Stock Equivalents. If the Issuer, at any time while
this Warrant is outstanding, shall issue any Common Stock Equivalent and the
price per share for which Additional Shares of Common Stock may be issuable
thereafter pursuant to such Common Stock Equivalent shall be less than the
Warrant Price then in effect or less than the Per Share Market Value then in
effect, or if, after any such issuance of Common Stock Equivalents, the price
per share for which Additional Shares of Common Stock may be issuable thereafter
is amended or adjusted, and such price as so amended shall be less than the
Warrant Price or less than the Per Share Market Value in effect at the time of
such amendment, then the Warrant Price upon each such issuance or amendment
shall be adjusted as provided in the first sentence of subsection (d) of this
Section 4 on the basis that (1) the maximum number of Additional Shares of
Common Stock issuable pursuant to all such Common Stock Equivalents shall be
deemed to have been issued (whether or not such Common Stock Equivalents are
actually then exercisable, convertible or exchangeable in whole or in part) as
of the earlier of (A) the date on which the Issuer shall enter into a firm
contract for the issuance of such Common Stock Equivalent, or (B) the date of
actual issuance of such Common Stock Equivalent, and (2) the aggregate
consideration for such maximum number of Additional Shares of Common Stock shall
be deemed to be the minimum consideration received or receivable by the Issuer
for the issuance of such Additional Shares of Common Stock pursuant to such
Common Stock Equivalent. No adjustment of the Warrant Price shall be made under
this subsection (e) upon the issuance of any Convertible Security which is
issued pursuant to the exercise of any warrants or other subscription or
purchase rights therefor, if any adjustment shall previously have been made in
the Warrant Price then in effect upon the issuance of such warrants or other
rights pursuant to this subsection (e). If no adjustment is required under this
subsection (e) upon issuance of any Common Stock Equivalent or once an
adjustment is made under this subsection (e) based upon the Per Share Market
Value in effect on the date of such adjustment, no further adjustment shall be
made under this subsection (e) based solely upon a change in the Per Share
Market Value after such date.

     (f)  Purchase of Common Stock by the Issuer.  If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value then
in effect, then the Warrant Price upon each such purchase, redemption or
acquisition shall be adjusted to that price determined by multiplying such
Warrant Price by a fraction (i) the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such purchase,
redemption or acquisition minus the number of shares of Common Stock which the
aggregate consideration for the total number of such shares of Common Stock so
purchased, redeemed or acquired would purchase at the Per Share Market Value;
and (ii) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such purchase, redemption or acquisition.  For the
purposes of this subsection (f), the date as of which the Per Share Market Value
shall be computed shall be the earlier of (x) the date on which the Issuer shall
enter into a firm contract for the purchase, redemption or acquisition of such
Common Stock, or (y) the date of actual purchase, redemption or acquisition of
such Common Stock.  For the purposes of this subsection (f), a purchase,
redemption or acquisition of a Common Stock Equivalent shall be deemed to be a
purchase of the underlying Common Stock, and the computation herein required
shall be made on the basis of the full exercise, conversion or exchange of such
Common Stock Equivalent on the date as of which such computation is required
hereby to be made, whether or not such Common Stock Equivalent is actually
exercisable, convertible or exchangeable on such date.

                                       8
<PAGE>

     (g)  Other Provisions Applicable to Adjustments Under this Section 4. The
following provisions shall be applicable to the making of adjustments in the
Warrant Price hereinbefore provided in Section 4:

          (i)   Computation of Consideration.  The consideration received by the
     Issuer shall be deemed to be the following:  to the extent that any
     Additional Shares of Common Stock or any Common Stock Equivalents shall be
     issued for a cash consideration, the consideration received by the Issuer
     therefor, or if such Additional Shares of Common Stock or Common Stock
     Equivalents are offered by the Issuer for subscription, the subscription
     price, or, if such Additional Shares of Common Stock or Common Stock
     Equivalents are sold to underwriters or dealers for public offering without
     a subscription offering, the public offering price, in any such case
     excluding any amounts paid or receivable for accrued interest or accrued
     dividends and without deduction of any compensation, discounts,
     commissions, or expenses paid or incurred by the Issuer for or in
     connection with the underwriting thereof or otherwise in connection with
     the issue thereof; to the extent that such issuance shall be for a
     consideration other than cash, then, except as herein otherwise expressly
     provided, the fair market value of such consideration at the, time of such
     issuance as determined in good faith by the Board.  The consideration for
     any Additional Shares of Common Stock issuable pursuant to any Common Stock
     Equivalents shall be the consideration received by the Issuer for issuing
     such Common Stock Equivalents, plus the additional consideration payable to
     the Issuer upon the exercise, conversion or exchange of such Common Stock
     Equivalents.  In case of the issuance at any time of any Additional Shares
     of Common Stock or Common Stock Equivalents in payment or satisfaction of
     any dividend upon any class of Capital Stock of the Issuer other than
     Common Stock, the Issuer shall be deemed to have received for such
     Additional Shares of Common Stock or Common Stock Equivalents a
     consideration equal to the amount of such dividend so paid or satisfied.
     In any case in which the consideration to be received or paid shall be
     other than cash, the Board shall notify the Holder of this Warrant of its
     determination of the fair market value of such consideration prior to
     payment or accepting receipt thereof.  If, within thirty days after receipt
     of said notice, the Majority Holders shall notify the Board in writing of
     their objection to such determination, a determination of the fair market
     value of such consideration shall be made by an Independent Appraiser
     selected by the Majority Holders with the approval of the Board (which
     approval shall not be unreasonably withheld), whose fees and expenses shall
     be paid by the Issuer.

          (ii)  Readjustment of Warrant Price.  Upon the expiration or
     termination of the right to convert, exchange or exercise any Common Stock
     Equivalent the issuance of which effected an adjustment in the Warrant
     Price, if such Common Stock Equivalent shall not have been converted,
     exercised or exchanged in its entirety, the number of shares of Common
     Stock deemed to be issued and outstanding by reason of the fact that they
     were issuable upon conversion, exchange or exercise of any such Common
     Stock Equivalent shall no longer be computed as set forth above, and the
     Warrant Price shall forthwith be readjusted and thereafter be the price
     which it would have been (but reflecting any other adjustments in the
     Warrant Price made pursuant to the provisions of this Section 4 after the
     issuance of such Common Stock Equivalent) had the adjustment of the Warrant
     Price been made in accordance with the issuance or sale of the number of
     Additional Shares of Common Stock actually issued upon conversion, exchange
     or issuance of such Common Stock Equivalent and thereupon only the number
     of Additional Shares of Common Stock actually so issued shall be deemed to
     have been issued and only the consideration actually received by the Issuer
     (computed as in clause (i) of this subsection (g)) shall be deemed to have
     been received by the Issuer.

     (iii)  Outstanding Common Stock.  The number of shares of Common Stock at
any time outstanding shall (A) not include any shares thereof then directly or
indirectly owned or

                                       9
<PAGE>

held by or for the account of the Issuer or any of its Subsidiaries, and (B) be
deemed to include all shares of Common Stock then issuable upon conversion,
exercise or exchange of any then outstanding Common Stock Equivalents or any
other evidences of Indebtedness, shares of Capital Stock (including, without
limitation, the Preferred Stock) or other Securities which are or may be at any
time convertible into or exchangeable for shares of Common Stock or Other Common
Stock.

     (h)  Other Action Affecting Common Stock.  In case after the Original Issue
Date the Issuer shall take any action affecting its Common Stock, other than an
action described in any of the foregoing subsections (a) through (g) of this
Section 4, inclusive, and the failure to make any adjustment would not fairly
protect the purchase rights represented by this Warrant in accordance with the
essential intent and principle of this Section 4, then the Warrant Price shall
be adjusted in such manner and at such time as the Board may in good faith
determine to be equitable in the circumstances.

     (i)  Adjustment of Warrant Share Number.  Upon each adjustment in the
Warrant Price pursuant to any of the foregoing provisions of this Section 4, the
Warrant Share Number shall be adjusted, to the nearest one hundredth of a whole
share, to the product obtained by multiplying the Warrant Share Number
immediately prior to such adjustment in the Warrant Price by a fraction, the
numerator of which shall be the Warrant Price immediately before giving effect
to such adjustment and the denominator of which shall be the Warrant Price
immediately after giving effect to such adjustment.  If the Issuer shall be in
default under any provision contained in Section 3 of this Warrant so that
shares issued at the Warrant Price adjusted in accordance with this Section 4
would not be validly issued, the adjustment of the Warrant Share Number provided
for in the foregoing sentence shall nonetheless be made and the Holder of this
Warrant shall be entitled to purchase such greater number of shares at the
lowest price at which such shares may then be validly issued under applicable
law.  Such exercise shall not constitute a waiver of any claim arising against
the Issuer by reason of its default under Section 3 of this Warrant.

     (j)  Form of Warrant after Adjustments.  The form of this Warrant need not
be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

     5.   Notice of Adjustments.  Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment.  Any dispute between the Issuer and the Holder
of this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big five" mutually agreed upon by the
Issuer and the Holder or, in the event the Issuer and the Holder are unable to
agree, a "big five" national accounting firm (other than the Issuer's
independent auditors) selected by the Issuer's independent auditors.  The firm
selected in the manner as provided in the preceding sentence shall be instructed
to deliver a written opinion as to such matters to the Issuer and the Holder
within thirty days after submission to it of such dispute.  Such opinion shall
be final and binding on the parties hereto.  The fees and expenses of such
accounting firm shall be paid by the Issuer.

     6.   Fractional Shares.  No fractional shares of Warrant Stock will be
issued in connection with and exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a

                                       10
<PAGE>

cash payment therefor equal in amount to the product of the applicable fraction
multiplied by the Per Share Market Value then in effect.

     7.   Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

          "Additional Shares of Common Stock" means all shares of Common Stock
     issued by the Issuer after the Original Issue Date, and all shares of Other
     Common, if any, issued by the Issuer after the Original Issue Date, except
     (i) the Warrant Stock, (ii) the Preferred Stock and the Preferred Shares
     and (iii) the grant after the Original Issue Date of, or the exercise after
     the Original Issue Date of, options or warrants or rights to purchase stock
     under the Company's stock option plan.

          "Articles of Incorporation" means the Articles of Incorporation of the
     Issuer as in effect on the Original Issue Date, and as hereafter from time
     to time amended, modified, supplemented or restated in accordance with the
     terms hereof and thereof and pursuant to applicable law.

          "Board" shall mean the Board of Directors of the Issuer.

          "Capital Stock" means and includes (i) any and all shares, interests,
     participations or other equivalents of or interests in (however designated)
     corporate stock, including, without limitation, shares of preferred or
     preference stock, (ii) all partnership interests (whether general or
     limited) in any Person which is a partnership, (iii) all membership
     interests or limited liability company interests in any limited liability
     company, and (iv) all equity or ownership interests in any Person of any
     other type.

          "Common Stock" means the Common Stock, $0.001 par value, of the Issuer
     and any other Capital Stock into which such stock may hereafter be changed.

          "Common Stock Equivalent" means any Convertible Security or warrant,
     option or other right to subscribe for or purchase any Additional Shares of
     Common Stock or any Convertible Security.

          "Convertible Securities" means evidences of Indebtedness, shares of
     Capital Stock or other Securities which are or may be at any time
     convertible into or exchangeable for Additional Shares of Common Stock. The
     term "Convertible Security" means one of the Convertible Securities.

          "Five Day Average Share Price" means the average of the closing bid
     prices of shares of the Common Stock (as reported by Bloomberg Financial
     Markets) in the over-the-market on the electronic bulletin board for such
     security (the "OTC Bulletin Board") (or such other United States stock
     exchange or public market (an "Alternative Exchange") on which the Common
     Stock trades if, at the time of exercise, the Common Stock is not trading
     on the OTC Bulletin Board), for the five (5) consecutive trading days
     immediately preceding the date of determination.

          "Governmental Authority" means any governmental, regulatory or self-
     regulatory entity, department, body, official, authority, commission,
     board, agency or instrumentality, whether federal, state or local, and
     whether domestic or foreign.

          "Holder" or "Holders" mean the Person or Persons who shall from time
     to time own any Warrant.

                                       11
<PAGE>

          "Independent Appraiser" means a nationally recognized or major
     regional investment banking firm or firm of independent certified public
     accountants of recognized standing (other than the firm that regularly
     examines the financial statements of the Issuer) that is regularly engaged
     in the business of appraising the Capital Stock or assets of corporations
     or other entities as going concerns, and which is not affiliated with
     either the Issuer or the Holder of any Warrant.

          "Issuer" means SkyLynx Communications, Inc., a Colorado corporation,
     and its successors.

          "Majority Holders" means at any time the holders of Warrants issued in
     connection with convertible loans for the Qualified Financing exercisable
     for a majority of the shares of Warrant Stock issuable under the Warrants
     at the time outstanding.

          "Original Issue Date" means November 15, 1999.

          "Other Common" means any other Capital Stock of the Issuer of any
     class which shall be authorized at any time after the date of this Warrant
     (other than Common Stock) and which shall have the right to participate in
     the distribution of earnings and assets of the Issuer without limitation as
     to amount.

          "OTC Bulletin Board" means the over-the-counter electronic bulletin
     board.

          "Person" means an individual, corporation, limited liability company,
     partnership, joint stock company, trust, unincorporated organization, joint
     venture, Governmental Authority or other entity of whatever nature.

          "Per Share Market Value" means on any particular date (a) the Five Day
     Average Share Price on such date, (b) if the Common Stock is not listed
     then on the OTC Bulletin Board or any Alternative Exchange, then the
     average of the "Pink Sheet" quotes for the five consecutive days
     immediately preceding such date, as determined in good faith by the holder,
     or (c) if the Common Stock is not then publicly traded, the fair market
     value of a share of Common Stock as determined by an Independent Appraiser
     selected in good faith by the Majority Holders; provided, however, that the
     Issuer, after receipt of the determination by such Independent Appraiser,
     shall have the right to select an additional Independent Appraiser or
     Appraisers, in which case, the fair market value shall be equal to the
     average of the determinations by each such Independent Appraiser; and
     provided, further that all determinations of the Per Share Market Value
     shall be appropriately adjusted for any stock dividends, stock splits or
     other similar transactions during such period.  The determination of fair
     market value by an Independent Appraiser shall be based upon the fair
     market value of the Issuer determined on a going concern basis as between a
     willing buyer and a willing seller and taking into account all relevant
     factors determinative of value, and shall be final and binding on all
     parties.  In determining the fair market value of any shares of Common
     Stock, no consideration shall be given to any restrictions on transfer of
     the Common Stock imposed by agreement or by federal or state securities
     laws, or to the existence or absence of, or any limitations on, voting
     rights.

          "Preferred Shares" means Common Stock issuable upon the conversion of
     any Preferred Stock.

          "Preferred Stock" shall mean a series of the Issuer's preferred stock
     issued in a Qualified Financing.

                                       12
<PAGE>

          "Qualified Financing" shall mean an investment in the next series of
     Preferred Stock of the Issuer occurring after the date of this Warrant led
     by Tudor Investments, in which the Issuer receives aggregate proceeds of at
     least $10,000,000, including proceeds received upon conversion of the
     convertible loan in connection with which this Warrant has been issued and
     any other convertible loans made to the Issuer prior to such Qualified
     Financing.

          "Securities" means any debt or equity securities of the Issuer,
     whether now or hereafter authorized, any instrument convertible into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right to purchase or acquire any Security. "Security" means one of the
     Securities.

          "Securities Act" means the Securities Act of 1933, as amended, or any
     similar federal statute then in effect.

          "Subsidiary" means any corporation at least 50% of whose outstanding
     Voting Stock shall at the time be owned directly or indirectly by the
     Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
     more of its Subsidiaries.

          "Term" has the meaning specified in Section 1 hereof.

          "Trading Day" means (a) a day on which the Common Stock is traded on
     the over the counter market as reported by the OTC Bulletin Board, or (b)
     if the Common Stock is not listed on the OTC Bulletin Board, a day on which
     the Common Stock is traded on any other registered national stock exchange,
     or (c) if the Common Stock is not quoted on the OTC Bulletin Board, a day
     on which the Common Stock is quoted in the over-the-counter market as
     reported by the National Quotation Bureau Incorporated (or any similar
     organization or agency succeeding its functions of reporting prices),
     provided, however, that in the event that the Common Stock is not listed or
     quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean
     any day except Saturday, Sunday and any day which shall be a legal holiday
     or a day on which banking institutions in the State of New York are
     authorized or required by law or other government action to close.

          "Voting Stock", as applied to the Capital Stock of any corporation,
     means Capital Stock of any class or classes (however designated) having
     ordinary voting power for the election of a majority of the members of the
     Board of Directors (or other governing body) of such corporation, other
     than Capital Stock having such power only by reason of the happening of a
     contingency.

          "Warrants" means the Warrants issued and sold in connection with
     convertible loans for the Qualified Financing, including, without
     limitation, this Warrant, and any other warrants of like tenor issued in
     substitution or exchange for any thereof pursuant to the provisions of
     Section 2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

          "Warrant Price" means $3.375, as such price may be adjusted from time
     to time as shall result from the adjustments specified in Section 4 hereof.

          "Warrant Share Number" means at any time the aggregate number of
     shares of Warrant Stock which may at such time be purchased upon exercise
     of this Warrant, after giving effect to all prior adjustments and increases
     to such number made or required to be made under the terms hereof.

          "Warrant Stock" means Common Stock issuable upon exercise of any
     Warrant or Warrants or otherwise issuable pursuant to any Warrant or
     Warrants.

                                       13
<PAGE>

     8.   Other Notices.  In case at any time:

          (A)  the Issuer shall make any distributions to the holders of Common
               Stock; or

          (B)  the Issuer shall authorize the granting to all holders of its
               Common Stock of rights to subscribe for or purchase any shares of
               Capital Stock of any class or of any Common Stock Equivalents or
               Convertible Securities or other rights; or

          (C)  there shall be any reclassification of the Capital Stock of the
               Issuer; or

          (D)  there shall be any capital reorganization by the Issuer; or

          (E)  there shall be any (i) consolidation or merger involving the
               Issuer or (ii) sale, transfer or other disposition of all or
               substantially all of the Issuer's property, assets or business
               (except a merger or other reorganization in which the Issuer
               shall be the surviving corporation and its shares of Capital
               Stock shall continue to be outstanding and unchanged and except a
               consolidation, merger, sale, transfer or other disposition
               involving a wholly-owned Subsidiary); or

          (F)  there shall be a voluntary or involuntary dissolution,
               liquidation or winding-up of the Issuer or any partial
               liquidation of the Issuer or distribution to holders of Common
               Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
days prior to the action in question and not less than twenty days prior to the
record date or the date on which the Issuer's transfer books are closed in
respect thereto. The Issuer shall give to the Holder notice of all meetings and
actions by written consent of its stockholders, at the same time in the same
manner as notice of any meetings of stockholders is required to be given to
stockholders who do not waive such notice (or, if such requires no notice, then
two Trading Days written notice thereof describing the matters upon which action
is to be taken). The Holder shall have the right to send two representatives
selected by him to each meeting, who shall be permitted to attend, but not vote
at, such meeting and any adjournments thereof. This Warrant entitles the Holder
to receive copies of all financial and other information distributed or required
to be distributed to the holders of the Common Stock.

     9.   Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 9 without the consent of the Holder of this Warrant.

                                       14
<PAGE>

     10.  Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

     11.  Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., New York Time, on a
Business Day, (ii) the Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone
number specified for notice later than 5:00 p.m., New York Time, on any date and
earlier than 11:59 p.m., New York Time, on such date, (iii) the Business Day
following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to the Holder at his last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

     SkyLynx Communications, Inc.
     600 South Cherry Street
     Suite 400
     Denver, CO 80246
     Attention: Jeffery A. Mathias, President and CEO
     Facsimile No.:  (303) 316-0404

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice.  Copies of notices to the Holder shall be sent to the address or
address specified on the first page hereto.

     12.  Warrant Agent.  The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

     13.  Remedies.  The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

     14.  Successors and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer and the Holder and shall be enforceable by the Holder.

     15.  Modification and Severability.  If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency.  If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

                                       15
<PAGE>

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

               [Remainder of this page intentionally left blank.]

                                       16
<PAGE>

     IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.



                                   SKYLYNX COMMUNICATIONS, INC.

                                   By:  _____________________________
                                         Name:
                                         Title:

                                       17
<PAGE>

                                 EXERCISE FORM

                         SKYLYNX COMMUNICATIONS, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of
___________________ covered by the within Warrant.


Dated:  _________________                    Signature _______________________
                                             Address  _____________________
                                                      _____________________


                                  ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.


Dated:  _________________                    Signature _______________________
                                             Address  _____________________
                                                      _____________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.


Dated:  _________________                    Signature _______________________
                                             Address  _____________________
                                                      _____________________
<PAGE>

                          FOR USE BY THE ISSUER ONLY:

     This Warrant No. W-_____ canceled (or transferred or exchanged) this _____
day of ___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.