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                                                                     EXHIBIT 4.2

                      THIS WARRANT MAY BE TRANSFERRED ONLY
                       IN ACCORDANCE WITH SECTION 3 HEREOF

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND SHALL NOT BE (1) SOLD,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED FOR CONSIDERATION, BY THE
HOLDER, EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF
ITS COUNSEL AND/OR THE SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS
MAY BE SATISFACTORY TO COUNSEL FOR THE CORPORATION, IN EITHER CASE TO THE EFFECT
THAT ANY SUCH TRANSFER FOR CONSIDERATION SHALL NOT BE IN VIOLATION OF THE ACT OR
RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS; OR (2) TRANSFERRED WITHOUT CONSIDERATION BY
THE HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF
ITS COUNSEL OR THE SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY
BE SATISFACTORY TO COUNSEL TO THE CORPORATION, IN EITHER CASE TO THE EFFECT THAT
ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND APPLICABLE STATE
SECURITIES LAWS.

                        THIS WARRANT IS ONLY EXERCISABLE
                          WITHIN FIVE YEARS OF THE DATE
                            OF ITS INITIAL ISSUANCE.

W-1 WARRANT TO PURCHASE                                         90,000 SHARES OF
                                                                  COMMON STOCK

           ISSUED AS OF: JUNE 1, 1999 ("DATE OF THE INITIAL ISSUANCE")

                                   ICNT, INC.
               ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA

      THIS CERTIFIES THAT for value received, Freshman, Marantz, Orlanski,
Cooper & Klein, a law corporation, the registered holder hereof (the "Holder")
is entitled to purchase from ICNT, Inc. (the "Corporation"), at the purchase
price of one dollar ($1.00) per share (the " Exercise Price"), within five years
(60 months) from the date of the initial issuance of this Warrant (the "Exercise
Period"), up to 90,000 shares of Common Stock, no par value per share, of the
Corporation ("Common Stock"). The Exercise Price per share shall be subject to
adjustment from time to time as set forth herein.

      This Warrant evidences the right to purchase an aggregate of up to 90,000
shares of Common Stock. The shares of Common Stock to be issued upon exercise of
the Warrant are referred to herein as "Warrant Shares."

      1. EXPIRATION DATE. The Warrant represented hereby will expire in its
entirety and no longer be exercisable after 5:00 p.m. PDT on the last day of the
sixty (60) consecutive month period beginning on the date of the initial
issuance of the Warrant, unless extended ("Expiration Date").

      2. MANNER OF EXERCISE. The Warrant may be exercised at the Corporation's
Office at 3250 Wilshire Blvd., Suite 2008, Los Angeles, California 90010, or
upon such other location designated by the Corporation, upon presentation and
surrender hereof, together with the Warrant Purchase Form at the end hereof,
duly completed and signed, and upon payment to the Corporation of the Exercise
Price (subject to adjustment in accordance with the provisions of Section 8
hereof), for the number of full Warrant Shares in respect of which such Warrants
are then exercised. Payment of the aggregate Exercise Price may be: (i) in cash
or cash equivalents, (ii) in the form of unrestricted Stock already owned by the
Holder (based upon the Fair Market Value of the Stock on the date the Warrant is
exercised, as determined by the Board of Directors of the Corporation in its
sole discretion. However, if the Common Stock is traded on a national securities
exchange or on Nasdaq, the Fair Market Value of the Stock shall be based on the
closing sales price of the Common Stock on the date the Warrant is exercised as
reported in the Western edition of the Wall Street Journal), (iii) by
cancellation of any indebtedness owed by the Corporation to the Holder, (iv) by
requesting that the Corporation withhold whole shares of Common Stock then
issuable upon exercise of the Warrant (based on the Fair Market Value of the
Stock on the date the Warrant is exercised, as determined by

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the Board of Directors of the Corporation in its sole discretion. However, if
the Common Stock is traded on a national securities exchange or on Nasdaq, the
Fair Market Value of the Stock shall be based on the closing sales price of the
Common Stock on the date the Warrant is exercised as reported in the Western
edition of the Wall Street Journal), (v) in the event the Corporation's Common
Stock is registered under the Securities Exchange Act of 1934, as amended, by
arrangement with a broker which is acceptable to the Corporation where payment
of the Exercise Price is made pursuant to an irrevocable direction to the broker
to deliver all or part of the proceeds from the sale of the shares underlying
the Warrant to the Corporation, or (vi) by any combination of the foregoing.

      The Corporation shall not be required to issue fractional Warrant Shares
on the exercise of Warrants. When Warrants are presented for exercise in full at
the same time by the same Holder, the number of full Warrant Shares which shall
be issuable upon the exercise thereof shall be computed on the basis of the
aggregate number of Warrant Shares purchasable on exercise of the Warrants so
presented. If any fraction of a Warrant Share would be issuable on the exercise
of any Warrants in full, the Corporation shall pay an amount in cash equal to
the then current market price per Warrant Share (as determined in the sole
discretion of the Corporation's Board of Directors, unless the Common Stock is
traded on a national securities exchange or Nasdaq, in which case, the Fair
Market Value of the Stock shall be based on the closing sales price of the
Common Stock on the date the Warrant is exercised as reported in the Western
edition of the Wall Street Journal) multiplied by such fraction. When Warrants
are presented for exercise as to a specified portion, only full Warrant Shares
shall be issuable and a new Warrant bearing the original initial issuance date
shall be issuable evidencing the remaining Warrant or Warrants.

      Upon such surrender of Warrants and payment of the Exercise Price as
aforesaid, the Corporation shall issue and cause to be delivered with all
reasonable speed to or upon the written order of the Holder and in such name or
names as the Holder may designate, a certificate or certificates for the number
of full Warrant Shares so purchased together with payment for any fractional
shares as provided above in this Section 2, and any person so designated to be
named therein shall be deemed to have become a holder of record of such Warrant
Shares as of the date of the surrender of such Warrants and payment of the
Exercise Price, as aforesaid; provided, however, that if, at the date of
surrender of such Warrants and payment of the Exercise Price, the transfer books
for the Warrant Shares or other class of stock purchasable upon the exercise of
such Warrants shall be closed, the certificates for the Warrant Shares in
respect of which such Warrants are then exercised shall be issuable as of the
date on which such books shall next be opened (whether before or after the
Expiration Date) and until such date the Corporation shall be under no duty to
deliver any certificate for such Warrant Shares. The rights of purchase
represented by the Warrants shall be exercisable, at the election of the Holders
thereof, either in full or from time to time in part and, in the event that a
Warrant is exercised in respect of less than all of the Warrant Shares
purchasable on such exercise at any time prior to the Expiration Date of the
Warrants, a new Warrant evidencing the remaining Warrant or Warrants will be
issued; provided, however, the Corporation shall not be required to issue
fractional Warrants. All Warrants surrendered in the exercise of the rights
thereby evidenced shall be canceled by the Corporation.

      3. LIMITATIONS ON THE TRANSFERABILITY OF WARRANTS. The Warrants shall not
be transferable unless the Holder complies with this paragraph. Any purported
transfer not in compliance with this paragraph shall be null and void. The
Warrants shall be transferable only on the books of the Corporation maintained
at its office at 3250 Wilshire Blvd., Suite 2008, Los Angeles, California 90010,
or at such other address as the Corporation may designate to the Holder in
writing, upon delivery thereof duly endorsed with signatures properly guaranteed
by a commercial bank or securities brokerage firm or accompanied by proper
evidence of succession, assignment or authority to transfer. Upon any
registration of transfer, the Corporation shall deliver a new Warrant or
Warrants to the persons entitled thereto bearing the following or similar legend
if such Warrant or Warrants are not registered under the Act:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND SHALL NOT BE (1) SOLD,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED FOR CONSIDERATION, BY THE
HOLDER, EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF
ITS COUNSEL AND/OR THE SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS
MAY BE SATISFACTORY TO COUNSEL FOR THE CORPORATION, IN EITHER CASE TO THE EFFECT
THAT ANY SUCH TRANSFER FOR CONSIDERATION SHALL NOT BE IN VIOLATION OF THE ACT OR
RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS; OR (2)


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TRANSFERRED WITHOUT CONSIDERATION BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE
CORPORATION OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE
CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE
CORPORATION, IN EITHER CASE TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.

      4. PAYMENT OF TAXES. The Corporation will pay all documentary stamp taxes,
if any, attributable to the initial issuance of Warrant Shares upon the exercise
of Warrants; provided, however, that the Corporation shall not be required to
pay any other tax or taxes which may be payable in respect of any transfers
involved in the issuance or delivery of any Warrants or certificates for Warrant
Shares in a name other than that of the registered Holder of the Warrants in
respect of which such Warrant Shares are issued, and in such case the
Corporation shall not be required to issue or deliver any certificate for shares
of Common Stock or any Warrant until the person requesting the same has paid to
the Corporation the amount of such tax or has established to the Corporation's
satisfaction that such tax has been paid.

      5. MUTILATED, LOST, STOLEN OR DESTROYED. In case any of the Warrants shall
be mutilated, lost, stolen or destroyed, the Corporation may at its discretion
issue, upon cancellation of the mutilated Warrant, or in lieu of and in
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest; but only upon receipt of
evidence satisfactory to the Corporation of such loss, theft or destruction of
such Warrant, and indemnity, if requested, also satisfactory to the Corporation.
An applicant for such a substitute Warrant shall also comply with such other
reasonable regulations as the Corporation may prescribe.

      6. RESERVATION OF WARRANT SHARES. The Corporation shall at all times,
while the Warrants are exercisable, keep reserved, out of its authorized Common
Stock, a number of shares of Common Stock sufficient to provide for the exercise
of the rights of purchase represented by the outstanding Warrants. Immediately
after the Expiration Date, however, no shares shall be subject to reservation in
respect of such Warrants.

      7. CANCELLATION OF WARRANTS. The Corporation shall cancel any Warrants
surrendered for exchange, substitution, transfer or exercise in whole or in
part.

      8. ADJUSTMENTS. The Warrant Shares purchasable hereunder and the Exercise
Price shall be subject to adjustments from time to time upon the happening of
certain events, as hereinafter defined:

      8.1. MECHANICAL ADJUSTMENTS. The number of Warrant Shares purchasable upon
the exercise of each Warrant and the Exercise Price shall be subject to
adjustment as follows:

            (a) In the event of any merger, reorganization, consolidation,
      recapitalization, stock dividend, stock split, or other change in
      corporate structure affecting the Common Stock of the Corporation, an
      appropriate adjustment will be made in (i) the aggregate number of shares
      reserved for issuance under the Warrants, and (ii) the kind, number and
      exercise price of shares subject to the Warrants, provided that the number
      of shares subject to the Warrants shall always be a whole number. The
      number of Warrant Shares purchasable upon exercise of each Warrant
      immediately prior thereto shall be adjusted so that the Holder of each
      Warrant shall be entitled to receive the kind and number of Warrant Shares
      or other securities of the Corporation which the Holder would have owned
      or have been entitled to receive after the happening of any of the events
      described above, had such Warrant been exercised immediately prior to the
      happening of such event or any record date with respect thereto. An
      adjustment made pursuant to this paragraph (a) shall become effective
      immediately after the effective date of such event retroactive to the
      record date, if any, for such event.

            (b) No adjustment in the number of Warrant Shares purchasable
      hereunder shall be required unless such adjustment would require an
      increase or decrease of at least one percent (1%) in the number of Warrant
      Shares purchasable upon the exercise of each Warrant; provided, however,
      that any adjustments which by reason of this paragraph (b) are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment. All calculations shall be made to the nearest
      one-hundredth of a share.


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            (c) Whenever the number of Warrant Shares purchasable upon the
      exercise of each Warrant is adjusted, as herein provided, the Exercise
      Price payable upon the exercise of each Warrant shall be adjusted by
      multiplying the Exercise Price immediately prior to the adjustment by a
      fraction, of which the numerator shall be the number of Warrant Shares
      purchasable upon the exercise of each Warrant immediately prior to the
      adjustment, and of which the denominator shall be the number of Warrant
      Shares so purchasable immediately thereafter.

            (d) For the purpose of this Subsection 8.1, the term "shares of
      Common Stock" shall mean (i) the class of stock designated as the Common
      Stock of the Corporation at the date of this Warrant, or (ii) any other
      class of stock resulting from successive changes or reclassification of
      such shares consisting solely of changes in par value, or from par value
      to no par value, or from no par value to par value. In the event that at
      any time, as a result of an adjustment made pursuant to paragraph (a)
      above, the Holder shall become entitled to purchase any shares of the
      Corporation other than shares of Common Stock, thereafter the number of
      such other shares so purchasable upon exercise of each warrant and the
      Exercise Price of such shares shall be subject to adjustment from time to
      time in a manner and on terms as nearly equivalent as practicable to the
      provisions with respect to the Warrant Shares contained in paragraphs (a)
      through (c) above, and the provisions of Sections 1 and 2 and Subsections
      8.2 through 8.4, with respect to the Warrant Shares, shall apply on like
      terms to any such other shares.

      8.2. VOLUNTARY ADJUSTMENT BY THE CORPORATION. The Corporation may at any
time during the term of the Warrants, reduce the then current Exercise Price to
any amount deemed appropriate by the Board of Directors of the Corporation,
approve additional periods for exercise of the Warrants or extend the Expiration
Date to any time deemed appropriate by the Board of Directors of the
Corporation.

      8.3. NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant or the Exercise Price of such
Warrant Shares is adjusted, as herein provided, the Corporation shall cause to
be mailed by first class mail, postage prepaid, to each Holder notice of such
adjustment or adjustments setting forth the number of Warrant Shares purchasable
upon the exercise of each Warrant and the Exercise Price of such Warrant Shares
after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was
made. Any failure by the Corporation to give notice to the Holder or any defect
therein shall not affect the validity of such adjustment or of the event
resulting in the adjustment, nor of the Holder's rights to such adjustment.

      8.4. NO ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS. Except as provided in
Subsections 8.1 and 8.6, no adjustments in respect of any dividends or
distributions shall be made during the term of a Warrant or upon the exercise of
a Warrant.

      8.5. RIGHTS UPON CONSOLIDATION, MERGER, ETC.

            (a) In case of any consolidation of the Corporation with or merger
      of the Corporation into another corporation or in case of any sale or
      conveyance to another corporation of the property of the Corporation as an
      entirety or substantially as an entirety ("Sale"), such successor or
      purchasing corporation may assume the obligations hereunder, and may
      execute with the Corporation an agreement that each Holder shall have the
      right thereafter upon payment of the Exercise Price to purchase upon
      exercise of each Warrant the kind and amount of shares and other
      securities and property (including cash) which he would have owned or have
      been entitled to receive after the consummation of such Sale had such
      Warrant been exercised immediately prior to the Sale. The Corporation
      shall mail by first class mail, postage prepaid, to each Holder notice of
      the execution of any Sale agreement. Such agreement shall provide for
      adjustments, which shall be as nearly equivalent as may be practicable to
      the adjustments provided for in this Section 8. The provisions of this
      Subsection 8.5 shall similarly apply to successive consolidations,
      mergers, sales or conveyances.

            (b) In the event that such successor corporation does not execute an
      agreement with the Corporation as provided in paragraph (a) above, then
      each Holder shall be entitled to exercise outstanding Warrants upon the
      payment of the Exercise Price during a period of at least thirty (30) days
      (or such lesser number of days then remaining in the Exercise Period)
      which period shall terminate not less than ten (10)


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<PAGE>   5
      days prior to consummation of the Sale, and thereby receive consideration
      in the transaction on the same basis as other previously outstanding
      shares of the same class as the Warrant Shares acquired upon exercise.
      Warrants not exercised in accordance with this paragraph (b) before
      consummation of the Sale will be canceled and become null and void. The
      Corporation shall mail by first class mail, postage prepaid, to each
      Holder, at least ten (10) days prior to the first date on which the
      Warrants are exercisable pursuant to this paragraph (b), notice of the
      proposed transaction setting forth the first and last date on which the
      Holder may exercise outstanding Warrants and a description of the terms of
      this Warrant providing for cancellation of the Warrants in the event the
      Warrants are not exercised by the prescribed date.

            (c) The Corporation's failure to give any notice required by this
      Subsection 8.5 or any defect therein shall not affect the validity of any
      Sale.

      8.6. RIGHTS UPON LIQUIDATION. In case (i) the Corporation shall make any
distribution of its assets to holders of its shares of Common Stock as a
liquidation or partial liquidation dividend or by way of return of capital; or
(ii) the Corporation shall liquidate, dissolve or wind up its affairs (other
than in connection with a Sale); or (iii) an involuntary liquidation occurs,
then the Corporation shall cause to be mailed to each Holder, by first class
mail, at least twenty (20) days prior to the applicable record date, a notice
stating the date on which such distribution, liquidation, dissolution or winding
up is expected to become effective, and the date on which it is expected that
holders of shares of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property or assets (including
cash) deliverable upon such distribution, liquidation, dissolution or winding
up. The Corporation's failure to give the notice required by this Subsection 8.6
or any defect therein shall not affect the validity of such distribution,
liquidation, dissolution or winding up.

      8.7. STATEMENT ON WARRANTS. Irrespective of any adjustments in the
Exercise Price, Warrants theretofore or thereafter issued may continue to
express the same price as is stated in the Warrants initially issued.

      9. NO RIGHTS AS STOCKHOLDERS. Nothing contained in this Warrant shall be
construed as conferring upon the Holder hereof the right to vote or to receive
dividends or to consent or to receive notice as stockholders in respect of any
meeting of stockholders called for the election of directors of the Corporation
or any other matter, or any rights whatsoever as stockholders of the
Corporation.

      10. NOTICES. Any notice pursuant to this Warrant by any Holder to the
Corporation or by the Corporation to any Holder, shall be in writing and shall
be mailed first class, postage prepaid, or delivered: (i) to the Corporation, at
its office at 3250 Wilshire Blvd., Suite 2008, Los Angeles, California 90010, or
such other address as the Corporation may designate in writing to the Holder; or
(ii) to the Holder, at the Holder's address on the books of the Corporation. The
Corporation's failure to give any notice required by this Warrant or any defect
therein shall not affect the validity of the action taken by the Corporation in
connection therewith.

      11. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, to the extent not preempted
by federal law, without giving effect to principles of conflict of laws.

      12. SECURITIES LAWS. The exercise of Warrants is prohibited unless the
issuance of the Warrant Shares has been registered or qualified under applicable
federal and state laws or unless there is an exemption available from such
requirements.

      13. CAPTIONS. The captions of the sections and subsections of this Warrant
have been inserted for convenience only and shall have no substantive effect.

      14. FORUM DESIGNATION. Any action or proceeding against any of the parties
hereto relating in any way to this Warrant or the subject matter hereof shall be
brought and enforced exclusively in the competent courts of California, and the
parties hereto consent to the exclusive jurisdiction of such courts in respect
of such action or proceeding.


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      WITNESS the seal of the Corporation and the signatures of its duly
authorized officers.

                                       ICNT, INC.
                                       a California corporation

                                       By: /s/ CLIFFORD YOUNG
                                           -------------------------------------
                                           Name:  Clifford Young
                                           Title: President

                                       By: /s/ CLIFFORD YOUNG
                                           -------------------------------------
                                           Name:  Clifford Young
                                           Title: Secretary

                                      Initial Date of Issuance:

                                      June 1, 1999

(Corporate Seal)


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                                SUBSCRIPTION FORM

       (TO BE EXECUTED UPON EXERCISE OF THE WARRANT PURSUANT TO SECTION 2)

      THE UNDERSIGNED HEREBY IRREVOCABLY ELECTS TO EXERCISE THE RIGHT OF
PURCHASE REPRESENTED BY THE WITHIN WARRANT CERTIFICATE FOR, AND TO PURCHASE
THEREUNDER ______________ SHARES OF COMMON STOCK, AS PROVIDED FOR THEREIN, AND
TENDERS HEREWITH PAYMENT OF THE PURCHASE PRICE IN FULL IN THE FORM OF CASH OR A
CERTIFIED OR OFFICIAL BANK CHECK IN THE AMOUNT OF $____________.

      PLEASE ISSUE A CERTIFICATE OR CERTIFICATES FOR SUCH COMMON STOCK IN THE
NAME OF:

            NAME:
                 ------------------------------

            -----------------------------------

            -----------------------------------

            -----------------------------------
            (PLEASE PRINT NAME, ADDRESS AND
            SOCIAL SECURITY NUMBER)

            SIGNATURE
                      -------------------------

NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME ON THE FIRST
PAGE OF THIS WARRANT CERTIFICATE OR WITH THE NAME OF THE ASSIGNEE APPEARING IN
THE ASSIGNMENT FORM BELOW.

      IF SAID NUMBER OF SHARES SHALL NOT BE ALL OF THE SHARES PURCHASABLE UNDER
THE WITHIN WARRANT CERTIFICATE, A NEW WARRANT CERTIFICATE IS TO BE ISSUED IN THE
NAME OF AFOREMENTIONED FOR THE BALANCE OF THE REMAINING SHARES PURCHASABLE
THEREUNDER, ROUNDED UP TO THE NEAREST WHOLE NUMBER OF SHARES, IF APPLICABLE.


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