<PAGE>   1

                                                                     EXHIBIT 4.3

                      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-2                                                          WARRANT TO PURCHASE
                                                                33,000 SHARES OF
                                                                    COMMON STOCK

         ISSUED AS OF: DECEMBER 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 a purchase price
of $0.15 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
33,000 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
33,000 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-

<PAGE>   2

        1. EXPIRATION DATE. The Warrant represented hereby will expire in its
entirety and no longer be exercisable after 5:00 p.m. Pacific Time 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 4499 Glencoe Avenue, Marina Del Rey, California 90292, 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, or if no closing sales price is reported, on the most
recently reported 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 or such other medium acceptable to the Corporation), (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 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, or if no closing
sales price is reported, on the most recently reported 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 or such other medium acceptable to the
Corporation), (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, or if no
closing sales price is reported, on the most recently reported 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 or such other medium acceptable
to the Corporation) multiplied by such



                                      -2-
<PAGE>   3

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 4499 Glencoe Avenue, Marina Del Rey, California
90292, 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



                                      -3-
<PAGE>   4

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.

        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



                                      -4-
<PAGE>   5

        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.

             (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



                                      -5-
<PAGE>   6

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) 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



                                      -6-
<PAGE>   7

        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 4499 Glencoe Avenue, Marina Del Rey, California 90292 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.



                                      -7-
<PAGE>   8

        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.



                                      -8-
<PAGE>   9

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


                                       ICNT, INC.
                                       a California corporation


                                       By:  /s/ JOHN W. COMBS
                                            ------------------------------------
                                            Name:  John W. Combs
                                            Title: Chief Executive Officer

                                       By:  /s/ CLIFFORD H. YOUNG
                                            ------------------------------------
                                            Name:  Clifford H. Young
                                            Title: President and Secretary


                                       Initial Date of Issuance:
                                       December 1, 1999
(Corporate Seal)



                                      -9-
<PAGE>   10

                                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.





                                      -10-