Exhibit 4.3


                    WASATCH INTERACTIVE LEARNING CORPORATION

  No. WB __________________ Redeemable Class B Common Stock Purchase Warrants

                          VOID AFTER February 14, 2004

                   REDEEMABLE CLASS B WARRANT CERTIFICATE FOR
                            PURCHASE OF COMMON STOCK


     This certifies that FOR VALUE RECEIVED,  _________________________________,
or registered assigns (the "Registered  Holder"),  is the owner of the number of
redeemable Class B common stock purchase  warrants (each,  "Class B Warrant" and
collectively,  the "Class B  Warrants")  specified  above.  Each Class B Warrant
initially  entitles the Registered Holder to purchase,  subject to the terms and
conditions  set  forth  in  this  Warrant   Certificate,   one  fully  paid  and
nonassessable  share of common  stock,  par value $0.0001 per share (the "Common
Stock") of Wasatch Interactive Learning  Corporation,  a Washington  corporation
(the "Company"),  at any time between February 15, 2000, and the Expiration Date
(as hereinafter  defined),  upon the  presentation and surrender of this Warrant
Certificate  with the subscription  form hereon duly executed,  at the principal
office of the Company,  accompanied by payment of $28.00,  subject to adjustment
as hereinafter  provided (the "Exercise  Price"),  in lawful money of the United
States of America in cash or by  official  bank  check or  certified  check made
payable to the Company.  The Class B Warrants  shall be  exercisable  at $28 per
warrant  for one share of Common  Stock and shall  expire on  February  l4, 2004
subject to earlier redemption.  The Class A Warrant Certificates shall otherwise
contain the same terms and conditions as this Class B Warrant Certificate.

     Each Class B Warrant represented hereby is exercisable at the option of the
Registered  Holder,  but no fractional shares of Common Stock will be issued. In
the case of the  exercise  of less than all of the Class B Warrants  represented
hereby,  the Company  shall cancel this Warrant  Certificate  upon the surrender
hereof  and shall  execute  and  deliver a new  Warrant  Certificate  or Warrant
Certificates of like tenor for the balance of such Class B Warrants.  Each Class
B Warrant shall be deemed to have been exercised  immediately prior to the close
of  business  on the  Exercise  Date and the  person  entitled  to  receive  the
securities  deliverable  upon such exercise shall be treated for all purposes as
the holder of those  securities  upon the  exercise of the Class B Warrant as of
the close of business on the Exercise Date. Promptly following, and in any event
within five Business Days after the Exercise Date, the Company shall cause to be
issued and delivered by the Transfer Agent, to the person or persons entitled to
receive the same, a certificate or certificates  for the securities  deliverable
upon such exercise  (plus a certificate  for any remaining  unexercised  Class B
Warrants of the Registered Holder), unless prior to the date

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of issuance of such certificates, the Company refrains from issuing certificates
pending  clearance of checks  received in payment of the Exercise  Price of such
Class B Warrants.

Definitions.  The following terms will have the following  definitions when used
in this Warrant Certificate, unless the context otherwise expressly requires:

     "Common Stock" means capital stock of the Company of any class, whether now
or hereafter authorized,  which has the right to participate in the distribution
of earnings and assets of the Company without limit as to amount or percentage.

     "Board" means the board of directors of the Company or its successor as the
same may be constituted from time to time.

     "Business  Day"  means a day which,  in the State of Utah,  is not a public
holiday or a day on which banks are permitted or required to be closed.

     "Exercise  Date"  means,  as to the Class B  Warrants  represented  by this
Warrant Certificate,  the date on which the Company shall have received both (1)
this Warrant Certificate, with the subscription form hereon duly executed by the
Registered  Holder  hereof or his attorney duly  authorized in writing,  and (2)
payment in cash, by electronic funds transfer to a deposit account designated by
the Company or by official  bank check or  certified  check made  payable to the
Company,  of an amount in lawful money of the United  States of America equal to
the applicable Exercise Price.

     "Exercise  Price" means the price to be paid upon  exercise of each Class B
Warrant in accordance with the terms hereof, subject to (i) adjustment from time
to time pursuant to the adjustment  provisions of this Warrant  Certificate  and
(ii) the Company's right to reduce the Exercise Price as provided herein.

     "Expiration  Date" means 5:00 p.m. (Salt Lake City,  Utah time) on February
14, 2004,  or such earlier  date as the Class B Warrants  shall be redeemed.  If
such date shall not be a Business Day, then the Expiration  Date shall mean 5:00
p.m. (Salt Lake City,  Utah time) on the next succeeding day which is a Business
Day. The Company shall have the right to extend the  Expiration  Date,  provided
prior notice is given to all Registered Holders.

     "Issue  Date"  means,  with  respect to the  Warrants  represented  by this
certificate, February 15, 2000.

     "Redemption Price" means the price at which the Company may, at its option,
redeem the Class B  Warrants  represented  by this  certificate,  in  accordance
herewith, which price shall be $0.0001 per Warrant.


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     "Registered  Holder"  means  as to  any  Class  B  Warrant  and  as of  any
particular  date,  the  person  in whose  name a  Warrant  Certificate  shall be
registered on that date on the books maintained by the Company for such purpose.

     "Transfer Agent" means Executive  Registrar and Transfer  Agency,  Inc., in
its  capacity as the  transfer  agent for the Common  Stock,  or its  authorized
successor, as such transfer agent.

Reservation of Shares; Payment of Taxes

     (a) The Company  will at all times  reserve and keep  available  out of its
authorized  Common  Stock,  solely for the purpose of issue upon exercise of the
Class B Warrants,  such number of whole  shares of Common Stock as shall then be
issuable upon the exercise of all outstanding Class B Warrants. Shares of Common
Stock issuable upon exercise of Class B Warrants shall, at the time of delivery,
be duly and validly issued,  fully paid,  nonassessable  and free from all taxes
(including,  but not limited to, transfer taxes), liens and charges with respect
to the issue thereof (other than those taxes, liens or charges which the Company
shall promptly pay or discharge), and upon issuance, such shares shall be listed
on each national securities exchange or eligible for inclusion in each automated
quotation system, if any, on or in which the other shares of outstanding  Common
Stock of the Company are then listed or eligible for inclusion.

     (b) If any securities to be reserved for the purpose of exercise of Class B
Warrants  hereunder require  registration with, or approval of, any governmental
authority under any federal securities law before such securities may be validly
issued or delivered upon such exercise, then the Company will, in good faith and
as expeditiously as reasonably possible, endeavor to secure such registration or
approval.  The  Company  will use  commercially  reasonable  efforts  to  obtain
appropriate  approvals or registrations  under applicable state securities laws.
With respect to any such securities,  however, Warrants may not be exercised by,
or shares of Common Stock issued to, any Registered Holder in any state in which
such exercise would be unlawful.

     (c) The Company will pay all documentary,  stamp or similar taxes and other
governmental charges that may be imposed with respect to the issuance of Class B
Warrants,  or the  issuance,  or  delivery  of any  shares of Common  Stock upon
exercise  of the Class B  Warrants;  provided,  however,  that if the  shares of
Common Stock are to be delivered in a name other than the name of the Registered
Holder,  then no such delivery  shall be made unless the person  requesting  the
same has paid to the Company the amount of  transfer  taxes or charges  incident
thereto, if any.

Exchange and Registration of Transfer.

     (a)  This  Warrant   Certificate   may  be  exchanged   for  other  Warrant
Certificates  representing an equal aggregate  number of Class B Warrants of the
same class or may be transferred in whole or in part. Warrant Certificates to be
exchanged shall be surrendered to the Company at its principal office,  and upon
satisfaction  of the terms and  provisions  hereof,  the


                                      -3-

<PAGE>


Company  shall  execute,  issue and  deliver in exchange  therefor,  the Warrant
Certificate  or  Certificates  which the  Registered  Holder making the exchange
shall be entitled to receive.

     (b) The Company shall keep at its principal  office books in which it shall
register Warrant Certificates and the transfer thereof. Upon due presentment for
registration of transfer of any Warrant  Certificate at such office, the Company
shall execute, issue and deliver to the transferee or transferees, a new Warrant
Certificate or Certificates  representing  an equal aggregate  number of Class B
Warrants.

     (c) If this Warrant  Certificate is presented for registration of transfer,
or for exchange or exercise, the subscription or assignment form, as applicable,
hereon shall be duly  endorsed,  or be  accompanied  by a written  instrument or
instruments of transfer or subscription,  as applicable in form  satisfactory to
the Company, duly executed by the Registered Holder or his attorney-in-fact duly
authorized in writing.

     (d) A service  charge may be imposed by the  Company  for any  exchange  or
registration of transfer of Warrant Certificates.

Loss or Mutilation.  Upon receipt by the Company of evidence  satisfactory to it
of the ownership of, and loss, theft, destruction or mutilation of, this Warrant
Certificate  and,  in  case  of  loss,   theft  or  destruction,   of  indemnity
satisfactory  to  it,  and,  in the  case  of  mutilation,  upon  surrender  and
cancellation  thereof,  the  Company  shall,  in the absence of notice that this
Warrant  Certificate has been acquired by a bona fide purchaser,  execute,  sign
and deliver to the Registered Holder, in lieu thereof, a new Warrant Certificate
of like tenor representing an equal aggregate number of Warrants. Applicants for
a  substitute  Warrant  Certificate  shall  comply  with such  other  reasonable
regulations and pay such other reasonable charges as the Company may prescribe.

Redemption.

     (a)  Upon  not  less  than 30 days  notice  given  at any  time  after  the
applicable  date  of  issuance   thereof,   the  outstanding  Class  B  Warrants
represented by this Warrant  Certificate  may be redeemed,  at the option of the
Company,  at a  Redemption  Price of $0.0001  per Class B  Warrant.  All Class B
Warrants must be redeemed if any are redeemed.

     (b) If the conditions set forth in clause (a) above are satisfied,  and the
Company  desires to exercise  its rights to redeem  Class B  Warrants,  it shall
request  the  Warrant  Agent  to  send a  notice  of  redemption  to each of the
Registered  Holders of the Class B Warrants  to be  redeemed,  first class mail,
postage  prepaid,  not later than the 30th day before the  Redemption  Date,  at
their last address as shall appear on the Class B Warrant register maintained by
the  Company.  Any  notice  mailed  in  the  manner  provided  herein  shall  be
conclusively  presumed  to have been duly given  whether  or not the  Registered
Holder receives such notice.


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<PAGE>


     (c) The notice of redemption shall specify:  (i) the Redemption Price; (ii)
the date fixed for redemption  (the  "Redemption  Date");  (iii) the place where
Warrant  Certificates shall be delivered and the redemption price paid; and (iv)
that the right to exercise  the Class B Warrants  shall  terminate  at 5:00 p.m.
(Salt Lake City,  Utah  time) on the  Business  Day  immediately  preceding  the
Redemption Date. No failure to mail such notice nor any defect therein or in the
mailing   thereof  shall  affect  the  validity  of  the  proceedings  for  such
redemption,  except as to a Registered  Holder (a) to whom notice was not mailed
or (b) whose notice was defective. An affidavit of the Secretary or an Assistant
Secretary of the Company that notice of redemption has been mailed shall, in the
absence of fraud, be conclusive evidence of the facts stated therein.

     (d) Any right to exercise a Class B Warrant  shall  terminate  at 5:00 p.m.
(Salt Lake City,  Utah  time) on the  Business  Day  immediately  preceding  the
Redemption  Date.  Except as  provided  in clause  (e)  below,  on and after the
Redemption  Date,  Registered  Holders  of the Class B  Warrants  shall  have no
further rights,  except to receive,  upon surrender of the Warrant  Certificates
representing such Class B Warrants, the Redemption Price.

     (e) From and after the Redemption  Date,  the Company  shall,  at the place
specified in the notice of redemption,  upon  presentation  and surrender to the
Company  by or on  behalf  of the  Registered  Holder  thereof  of this  Warrant
Certificates,  deliver or cause to be delivered to or upon the written  order of
such holder a sum of cash equal to the Redemption Price of each Class B Warrant,
provided  that if the  aggregate  amount  payable  to any  Registered  Holder in
redemption of Class B Warrants held by such Registered  Holder is $5.00 or less,
the Company shall have no liability to make payment of the  Redemption  Price to
such Registered  Holder;  such Registered  Holder will have no claim against the
Company for the payment of such Redemption  Price; and the Class B Warrants held
by such  Registered  Holders  shall,  nevertheless,  be deemed to have been duly
redeemed  on the  applicable  Redemption  Date,  whether  or not  the  same  are
surrendered.  From and after the Redemption Date and upon the deposit or setting
aside by the  Company  of a sum  sufficient  to redeem  all the Class B Warrants
called for  redemption,  such Class B Warrants  shall expire and become void and
all rights under this Warrant Certificate shall cease, except the right, if any,
to receive payment of the Redemption Price.

     (f) The  Company  reserves  the  right to have  standby  purchasers  of all
unexercised  Class B  Warrants  on the  Redemption  Date  exercise  such Class B
Warrants  during the two week period  following the  Redemption  Date,  with the
Company  receiving  the Exercise  Price and paying the  redemption  price to the
registered holders of unexercised Class B Warrants.

Adjustment of Exercise  Price and Number of Shares of Common  Stock.  After each
adjustment of the Exercise Price pursuant to these  adjustment  provisions,  the
number of shares of Common Stock  purchasable  upon the exercise of each Class B
Warrant  shall,  in each  case,  equal the  number  of  shares  of Common  Stock
receivable  upon  exercise  thereof  prior to such  adjustment  multiplied  by a
fraction,  the numerator of which shall be the original  Exercise  Price and the
denominator of which shall be such adjusted Exercise Price.


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<PAGE>


     The Exercise Price shall be subject to adjustment as set forth below:

     (a) (i) In case the Company shall  hereafter:  (A) pay a dividend or make a
distribution  on shares of its  Common  Stock in  shares  of its  capital  stock
(whether  shares of Common Stock or of capital  stock of any other  class),  (B)
subdivide its  outstanding  shares of Common Stock,  (C) combine its outstanding
shares  of  Common  Stock  into a  smaller  number  of  shares,  or (D) issue by
reclassification  of its shares of Common Stock,  any shares of capital stock of
the Company, the Exercise Price in effect immediately prior to such action shall
be  adjusted  so that the  Registered  Holder of any Class B Warrant  thereafter
exercised  shall be entitled to receive the number of  securities of the Company
which it would have owned  immediately  following  such  action had such Class B
Warrant been exercised immediately prior thereto. An adjustment made pursuant to
this subsection shall become effective  immediately after the record date in the
case of a dividend or  distribution  of shares of Common  Stock and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or reclassification.  If, as a result of an adjustment made pursuant
to this clause (a)(i),  the Registered Holder of any Class B Warrant  thereafter
exercised  shall  become  entitled  to  receive  two or more  securities  of the
Company,  the  Board  (whose  determination  shall be  conclusive  and  shall be
described  in a statement  filed with the Warrant  Agent)  shall  determine  the
allocation of the adjusted Exercise Price between or among such securities.

     (ii) In any case in which this clause (a) shall  require that an adjustment
to the Exercise Price be made  immediately  following a record date, the Company
may elect to defer,  but only until five Business Days following the filing with
the Secretary of the Company of the certificate of its chief  financial  officer
described in clause (d)(i) below,  issuing to the holder of any Class B Warrants
exercised  after such record date the shares of Common Stock and  securities  of
the  Company  issuable  upon such  exercise  over and above the shares of Common
Stock and other  securities  of the Company  issuable  upon such exercise on the
basis of the Exercise Price prior to adjustment.

     (iii) No  adjustment  in the  Exercise  Price  shall be required to be made
unless such adjustment  would require an increase or decrease of at least $0.25;
provided,  however,  that any adjustments which by reason of this subsection are
not  required to be made shall be carried  forward and taken into account in any
subsequent adjustment.  All calculations under these adjustment provisions shall
be made to the nearest cent or to the nearest  one-one  hundredth of a share, as
the case  may be,  but in no event  shall  the  Company  be  obligated  to issue
fractional shares upon the exercise of any Class B Warrant.

     (iv) No  adjustment  of the  Exercise  Price  shall be made,  except on the
conditions  set forth in this clause (a).  Without  limitation to the foregoing,
there  shall be no  adjustment  pursuant  to this  clause (a) should the Company
issue any capital stock for cash or other consideration on terms approved by the
Board.


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<PAGE>


     (b) In case of any  reclassification  or  change of  outstanding  shares of
Common Stock issuable upon exercise of the Class B Warrants (other than a change
in par  value,  or from par value to no par  value,  or from no par value to par
value,  or as a  result  of a  subdivision  or  combination),  or in case of any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary of the Company,  in which merger, the Company is
the continuing  corporation and which does not result in any reclassification or
change  of the then  outstanding  shares  of  Common  Stock or other  securities
issuable  upon  exercise  of the Class B  Warrants,  other  than a change in par
value, or from par value to no par value, or from no par value to par value), or
in the case of any sale or conveyance to another  corporation of the property of
the Company as an entirety or substantially as an entirety, then, as a condition
of such reclassification, change, consolidation, merger, sale or conveyance, the
Company, or such successor or purchasing corporation,  as the case may be, shall
make lawful and adequate provision whereby the Registered Holder of each Class B
Warrant then outstanding  shall have the right thereafter to receive on exercise
of such  Class B  Warrant  the kind and  amount  of  shares  of stock  and other
securities  and  property   receivable  upon  such   reclassification,   change,
consolidation,  merger sale or conveyance by a holder of the number of shares of
Common Stock issuable upon exercise of such Class B Warrant immediately prior to
such reclassification, change, consolidation, merger, sale or conveyance and the
Company or its  successors  shall  forthwith file with its Secretary a statement
setting forth such  provisions  signed by (1) its President or a Vice  President
and (2) by its Secretary or an Assistant Secretary,  evidencing such provisions.
Such  provisions  shall  include a provision for  adjustments  which shall be as
nearly  equivalent  as may be  practicable  to the  adjustments  provided for in
clause (a) above.  The  provisions of this clause (b) shall  similarly  apply to
successive  reclassifications  and  changes  of shares  of  Common  Stock and to
successive consolidations, mergers, sales or conveyances.

     (c) Before taking any action which would cause an  adjustment  reducing the
Exercise  Price below the then par value of the shares of Common Stock  issuable
upon  exercise of the Class B  Warrants,  the  Company  will take any  corporate
action which may, in the opinion of its counsel,  be necessary in order that the
Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common Stock at such adjusted Exercise Price.

     (d) (i) Upon any  adjustment  of the  Exercise  Price  required  to be made
pursuant to these adjustment  provisions,  the Company within 30 days thereafter
shall (A) cause to be filed with the Secretary of the Company a  certificate  of
its  Chief  Financial  Officer  setting  forth the  Exercise  Price  after  such
adjustment and setting forth in reasonable  detail the method of calculation and
the facts upon which such  calculation  was based,  which  certificate  shall be
conclusive  evidence of the correctness of such adjustment,  and (B) cause to be
mailed to the Registered  Holder of this Warrant  Certificate  written notice of
such  adjustment.  Where  appropriate,  such  notice may be given in advance and
included  as a part  of the  notice  required  to be  mailed  under  the  notice
provisions set forth below.


                                      -7-

<PAGE>


     (ii) In case at any time:

          (A) the Company  shall  declare  any  dividend  upon its Common  Stock
     payable otherwise than in cash or in shares of Common Stock of the Company;
     or

          (B) the  Company  shall offer for  subscription  to the holders of its
     Common  Stock  (other  than  pursuant  to the  terms of the  Warrants)  any
     additional shares of stock of any class or any other securities convertible
     or  exercisable  into,  or  exchangeable  for shares of Common Stock or any
     rights to subscribe thereto; or

          (C) there shall be any capital  reorganization or  reclassification of
     the capital stock of the Company,  or a sale of all or substantially all of
     the assets of the Company, or a consolidation or merger of the Company with
     another  corporation  (other than a merger with a subsidiary of the Company
     in which merger the Company is the  continuing  corporation  and which does
     not result in any reclassification or change of the then outstanding shares
     of Common Stock or other capital stock  issuable upon exercise of the Class
     B Warrants  other  than a change in par value,  or from par value to no par
     value, or from no par value to par value); or

          (D) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company; then, in any one or more of such cases;

the Company  shall cause to be mailed to the  Registered  Holder of this Warrant
Certificate,  at the earliest practicable time (and, in any event, not less than
20 days before any record date or other date set for definitive action), written
notice  of the date on which the books of the  Company  shall  close or a record
shall be taken for such reorganization,  reclassification,  sale, consolidation,
merger, dissolution, liquidation or winding up shall take place, as the case may
be. Such notice shall also set forth such facts as shall  indicate the effect of
such action (to the extent such effect may be known at the date of such  notice)
on the  Exercise  Price and the kind and amount of the shares of stock and other
securities and property deliverable upon exercise of the Class B Warrants.  Such
notice  shall also  specify the date as of which the holders of the Common Stock
of record shall participate in dividend,  distribution or subscription rights or
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property   deliverable  upon  such   reorganization,   reclassification,   sale,
consolidation,  merger., dissolution,  liquidation or winding up as the case may
be (on  which  date,  in the  event of  voluntary  or  involuntary  dissolution,
liquidation  or winding up of the  Company,  the right to  exercise  the Class B
Warrants shall terminate).

     (iii) Without  limiting the  obligation of the Company to provide notice to
the  Registered  Holders  of  the  Warrant  Certificates  of  corporate  actions
hereunder,  the failure of the Company to give notice shall not invalidate  such
corporate action of the Company.


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<PAGE>


Fractional Securities.

     (a)  If  the  number  of  shares  of  Common  Stock  and  other  securities
purchasable  upon the  exercise  of each  Class B Warrant is  adjusted  as above
provided, the Company, nevertheless, shall not be required to issue fractions of
shares  pertaining to fractional shares upon exercise of the Class B Warrants or
otherwise,  or to distribute certificates that evidence fractional shares or the
right to purchase  fractional  shares.  With  respect to any fraction of a share
that would relate to a fraction of a share called for upon any exercise  hereof,
the Company shall pay to the  Registered  Holder an amount in cash equal to such
fraction  multiplied  by the  current  market  value  of such  fractional  share
relating to fractional shares, determined as follows:

     (i) If the Common  Stock is listed on a  national  securities  exchange  or
admitted to unlisted trading privileges on such exchange or listed for quotation
on the Nasdaq Stock Market Inc. ("Nasdaq"),  the current value shall be the last
reported  sale price of the Common Stock on such  exchange or Nasdaq on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day,  the average of the closing bid and asked  prices for such day
on such exchange or Nasdaq; or

     (ii) If the Common  Stock is not listed or  admitted  to  unlisted  trading
privileges,  the current  value shall be the mean of the last  reported  bid and
asked  prices  reported  by the  National  Quotation  Bureau,  Inc.  on the last
business day prior to the date of the exercise of this Class B Warrant; or

     (iii) If the Common  Stock is not listed or admitted  to  unlisted  trading
privileges and bid and asked prices are not so reported, the current value shall
be an amount  determined in such  reasonable  manner as may be prescribed by the
Board.

Agreement of Warrant Holders. The Registered Holder of this Warrant Certificate,
by his acceptance thereof,  consents and agrees with the Company and every other
Registered Holder of a Warrant that:

     (a) The  Class B  Warrants  are  transferable  only on the  Class B Warrant
registry  books of the Company by the  Registered  Holder hereof in person or by
his attorney duly authorized in writing and only if this Warrant  Certificate is
surrendered at the office of the Company, with the transfer form hereon attached
hereto  duly  endorsed,  or  accompanied  by a  proper  instrument  of  transfer
satisfactory to the Company in its sole discretion, together with payment of any
applicable transfer taxes; and

     (b) The  Company  may deem and treat the person in whose name this  Warrant
Certificate is registered as the Registered  Holder thereof and as the absolute,
true and lawful owner of the Warrants  represented hereby for all purposes,  and
the Company  shall not be affected by any notice or knowledge  to the  contrary,
except as otherwise expressly provided herein.


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<PAGE>


Cancellation of Warrant  Certificates.  If the Company shall purchase or acquire
the Class B Warrants  represented  hereby,  this  Warrant  Certificate  shall be
surrendered to the Company and shall be canceled by the Company and retired.

Right to Extend Expiration Date or Reduce Exercise Price. The Company shall have
the right at any time,  without the consent of the Registered  Holders of any of
the  Class B  Warrants,  (a) to  extend  the  Warrant  Expiration  Date  for all
Warrants,  and (b) to  decrease  the  Exercise  Price for all  Class B  Warrants
(provided prior written notice is given to all Registered Holders).

Notices.  All notices,  requests,  consents and other  communications  hereunder
shall be in  writing  and shall be deemed  to have been made when  delivered  or
mailed first class registered or certified mail, postage prepaid as follows:

     (a) if to the Registered Holder of this Warrant Certificate, at the address
of such holder as shown on the registry books maintained by the Company;

     (b) if to the Company,  at 5250 South Commerce Drive,  Salt Lake City, Utah
84107,  or at such other  address as may have been  furnished to the  Registered
Holders in writing by the Company;

Governing Law. This Agreement  shall be governed by, and construed in accordance
with,  the laws of the State of  Washington  without  reference to choice of law
rules thereof.

     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed, manually or in facsimile by an officer thereof duly authorized.


                                                       WASATCH INTERACTIVE
                                                       LEARNING CORPORATION


Dated: February 15, 2000                            By _________________________
                                                       Barbara Morris, President


                                      -10-

<PAGE>

                                SUBSCRIPTION FORM

                     To Be Executed by the Registered Holder
                      in order to Exercise Class B Warrants

     The undersigned Registered Holder hereby irrevocably elects to exercise the
Class B Warrants represented by this Warrant  Certificates,  and to purchase the
securities  issuable  upon the  exercise of such Class B Warrants,  and requests
that certificates for such securities shall be issued in the name of

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER


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


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


                    -----------------------------------------
                     [please print or type name and address]

and be delivered to


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


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


                    -----------------------------------------
                     [please print or type name and address]

<PAGE>


and if such number of Class B Warrants  shall not be all of the Class B Warrants
evidenced by this Warrant  Certificate,  that a new Warrant  Certificate for the
balance of such Class B Warrants be registered in the name of, and delivered to,
the Registered Holder at the address stated below.


Dated: ____________________________           x_________________________________


                                              ----------------------------------
                                              Address

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


                                              ----------------------------------
                                              Taxpayer Identification Number


                                              ----------------------------------
                                              Signature Guaranteed


                                      -2-

<PAGE>


                                   ASSIGNMENT

                     To Be Executed by the Registered Holder
                       in Order to Assign Class B Warrants

FOR VALUE RECEIVED, ______________________________________________________
hereby sells, assigns and transfers unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

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

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

                     --------------------------------------
                     [please print or type name and address]


_____________________of  the  Class  B  Warrants  represented  by  this  Warrant
Certificate,     and    hereby    irrevocably     constitutes    and    appoints
_________________________________________  Attorney  to  transfer  this  Warrant
Certificate on the books of the Company,  with full power of substitution in the
premises.

Dated:________________________                    x____________________________
                                                       Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION  FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT  CERTIFICATE IN EVERY  PARTICULAR,
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE  WHATSOEVER,  AND  MUST  BE
GUARANTEED  BY A  COMMERCIAL  BANK OR  TRUST  COMPANY  OR A  MEMBER  FIRM OF THE
AMERICAN  STOCK  EXCHANGE,  NEW YORK STOCK  EXCHANGE,  PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.