<PAGE>

                                                                  Exhibit 10(43)


                            FORM OF CALLABLE 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 EXERCISED BY OR ON
BEHALF OF ANY U.S. PERSON, OR SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS IN ACCORDANCE WITH REGULATION S OF
THE ACT, REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR
VIRTUAL COMMUNITIES, INC. (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION, IN
FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL WHO
IS REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND
STATE SECURITIES LAWS IS NOT REQUIRED.
<PAGE>

                          CALLABLE WARRANT TO PURCHASE


                             SHARES OF COMMON STOCK


                                       OF


                            VIRTUAL COMMUNITIES, INC.


                             Expires April __, 2001

No.: W-__                                               Number of Shares: _____
Date of Issuance:  April __, 2000

     FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, Virtual Communities, Inc., a Delaware corporation (together with
its successors and assigns, the "Issuer"), hereby certifies that
___________________ or its registered assigns is entitled to subscribe for and
purchase, during the period specified in this Warrant, up to _____ shares
(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 8 hereof.

Term. The right to subscribe for and purchase shares of Warrant Stock
      represented hereby shall commence on the Original Issue Date and shall
      the expire at 5:00 p.m., eastern time, on April __, 2001 (such period
      being  "Term"). Method of Exercise Payment; Issuance of New Warrant;
      Transfer and Exchange.

     C.   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.

     D.   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 such
          Holder's election by certified or official bank check

     E.   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, 1. 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 (3) 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 2.
          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.
<PAGE>

     F.   Transferability of Warrant. Subject to Section 2(e), this Warrant may
          be transferred by a Holder without the consent of the Issuer. If
          transferred pursuant to this subsection 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 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.

     G.   Compliance with Securities Laws.

          1.   The Holder of this Warrant, by acceptance hereof, acknowledges
               that this Warrant or 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.

          2.   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 STATE SECURITIES LAWS AND MAY NOT BE EXERCISED BY OR
     ON BEHALF OF ANY U.S. PERSON, OR SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
     HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS IN ACCORDANCE WITH REGULATION
     S OF THE ACT, REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE
     SECURITIES LAWS OR VIRTUAL COMMUNITIES, INC. (THE "COMPANY") SHALL HAVE
     RECEIVED AN OPINION, IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO
     THE COMPANY, OF COUNSEL WHO IS REASONABLY ACCEPTABLE TO THE COMPANY THAT
     REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
     PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.
<PAGE>

          3.   The restrictions imposed by this subsection (e) upon the transfer
               of this Warrant or the shares of Warrant Stock to be purchased
               upon exercise hereof shall terminate (A) when such securities
               shall have been resold pursuant to being 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 and state securities laws or (C) upon the Issuer's
               receipt of other evidence reasonably satisfactory to the Issuer
               that such registration and qualification under state securities
               laws 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 legend required by paragraph (ii) above relating
               to the Securities Act and applicable state securities laws.

     H.   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, acknowledge in writing the extent, if any, of its
          continuing obligation to afford to such Holder all rights to which
          such Holder shall continue to be entitled after such exercise in
          accordance with the terms of this Warrant; provided that if any such
          Holder shall fail to make any such request, the failure shall not
          affect the continuing obligation of the Issuer to afford such rights
          to such Holder.

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

     I.   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 and liens, security interest, charges and
          encumbrances of any nature whatsoever created by or through the
          Issuer. The Issuer further represents, warrants, 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 sufficient number of
          shares of Common Stock to provide for the exercise of this Warrant.

     (a) 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.
<PAGE>

     (b) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate 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 or provisions of
this Warrant, but will at all times in good faith carry out all such terms or
provisions and take 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 provision of the Certificate 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, security interests,
charges, claims, encumbrances and restrictions (other than as provided herein)
upon the exercise of this Warrant, and (iv) obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Issuer to perform its obligations
under this Warrant.

     (c) 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.

     (d) Rights and Obligations under the Registration Rights Agreement. The
shares of Warrant Stock are entitled to the benefits and subject to the terms of
the Registration Rights Agreement dated as of even date herewith between the
Issuer and the Holders listed on the signature pages thereof (as amended from
time to time, the "Registration Rights Agreement"). The Issuer shall keep or
cause to be kept a copy of the Registration Rights Agreement, and any amendments
thereto, at its chief executive office and shall furnish, without charge, copies
thereof to the Holder upon request.

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:

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

          1.   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 Person of such consolidation or merger,
               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
<PAGE>

               this Warrant, the Holder of this Warrant shall be entitled, at
               the option of such Holder, (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, 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 such Holder would have been entitled upon the
               consummation of such Triggering Event if such Holder had
               exercised the rights represented by this Warrant immediately
               prior thereto, subject to adjustments (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 such Holder's election, a portion hereof)
               concurrently with the Triggering Event 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 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.

          2.   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 such Holder such shares of
               Securities, cash or property as, in accordance with the foregoing
               provisions of this subsection (a), such Holder shall be entitled
               to receive, and such Person shall have similarly delivered to
               such Holder an opinion of counsel for such Person, which counsel
               shall be reasonably satisfactory to such 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.

          3.   If with respect to any Triggering Event, the Holder of this
               Warrant has exercised its 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
<PAGE>

               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 such Holder's cooperation with the Issuer,
               including, without limitation, the giving of reasonable and
               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 13 hereof.

     (f) 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.

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

          4.   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 of
               the Issuer's Capital Stock for the purpose of receiving such
               dividend or other distribution (or 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

          5.   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 Company shall offer
               options or rights to subscribe for shares of Common Stock, or
               issue any Common
<PAGE>

               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 it 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.

     J.   Intentionally Omitted.

     K.   Intentionally Omitted.

     L.   Intentionally Omitted.

     M.   Intentionally Omitted.

     (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 (c) 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) Other Adjustments of Warrant Price. If this Warrant is outstanding on
or after the initial sixty (60) day period following the Original Issue Date,
the Warrant Price then in effect shall be adjusted to equal the sum of (A) the
Warrant Price then in effect plus (B) the product of the Warrant Price
multiplied by 10% for each sixty (60) day period after the Original Issue Date
this Warrant is outstanding; provided, that if the Issuer issues at any time a
Call Notice (as defined in Section 7 hereof) and the Holder exercises this
Warrant after receipt of such Call Notice, the foregoing adjustment will not
apply and the Warrant Price then in effect shall be adjusted in accordance with
Section 7 hereof.

     (j) Adjustment of Warrant Share Number. Upon each adjustment in the Warrant
Price pursuant to any of the foregoing provisions of this Section 4 (other than
pursuant to subsection (i) 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.

     (k) 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.
<PAGE>

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" selected by the Holder, provided that the Issuer
     shall have ten (10) days after receipt of notice from such Holder of its
     selection of such firm to object thereto, in which case such Holder shall
     select another such firm and the Issuer shall have no such right of
     objection. The firm selected by the Holder of this Warrant as provided in
     the preceding sentence shall be instructed to deliver a written opinion as
     to such matters to the Issuer and such Holder within thirty (30) 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.

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

Warrant Call. At any time after the Registration Statement is declared
     effective, the Issuer, at its option, may call all or a portion of this
     Warrant by providing the Holder of this Warrant ten (10) days prior written
     notice pursuant to Section 13 (the "Call Notice"); provided, however, that
     prior to the ninetieth (90th) day after the Effectiveness Date the Issuer
     may not provide Call Notices to holders of any Warrants for more than in
     the aggregate 1,000,000 shares of Warrant Stock. The Call Notice shall set
     forth a minimum Warrant Price (the "Minimum Warrant Price") below which the
     Holder may not purchase the shares of Warrant Stock subject to the Call
     Notice (the "Minimum Warrant Price Restriction"). The Holder shall have the
     option to exercise this Warrant within ten (10) days after receipt of the
     Call Notice at a Warrant Price per share equal to 93% of the VWAP for the
     five (5) Trading Days following the date of issuance of the Call Notice,
     provided, such Warrant Price as adjusted herein is equal to or greater than
     the Minimum Warrant Price. The rights and privileges granted pursuant to
     this Warrant with respect to such shares of Warrant Stock subject to the
     Call Notice shall terminate ten (10) days after the Call Notice is received
     by the Holder if this Warrant is not exercised (other than due to the
     Minimum Warrant Price Restriction) with respect to such shares of Warrant
     Stock by the Holder during such ten (10) day period. In the event this
     Warrant is not exercised with respect to such shares of Warrant Stock
     subject to the Call Notice, the Holder will surrender to the Issuer the
     unexercised Warrant certificate and the Issuer will remit to the Holder (i)
     $.01 for each share of Warrant Stock subject to the Call Notice and (ii) a
     new Warrant representing the number of shares of Warrant Stock, if any,
     which shall not have been subject to the Call Notice.

Redemption. On or after the Original Issue Date, the Issuer may redeem all or a
     portion of this Warrant which is outstanding upon five (5) days prior
     written notice (the "Redemption Notice") at a price per share of Warrant
     Stock equal to $0.75 (the "Redemption Price"); provided; however, that
     beginning on the three (3) month anniversary date of the Effectiveness
     Date, the Redemption Price shall be reduced by $0.25 for the first month
     and by $.05 for each month thereafter. Notwithstanding anything to the
     contrary contained herein, the minimum Redemption Price shall be equal to
     $0.25 per share. The Redemption Notice shall state the date of redemption
     which date shall be the sixth (6th) day after the Issuer has delivered the
     Redemption Notice (the "Redemption Date"), the Redemption Price and the
     number of shares of Warrant Stock to be redeemed by the Company. The Issuer
     shall not send a Redemption Notice unless it has good and clear funds for a
     minimum of the amount it intends to redeem in a bank account controlled by
     the Issuer. The Issuer shall deliver the Redemption Price to each Holder
     within three (3) business days after the Issuer has delivered the
     Redemption Notice against receipt. If the Issuer fails to pay the
     Redemption Price by the sixth (6th) business day after the Issuer has
     delivered the Redemption Notice, the redemption will be declared null and
     void and the Issuer shall lose its right to serve a Redemption Notice in
     the future.

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 the Warrant
Stock and shares of Common Stock issuable upon exercise of the Non-Callable
Warrants.

"Board" shall mean the Board of Directors of the Issuer.
<PAGE>

"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.

"Certificate of Incorporation" means the Certificate of Incorporation, as
amended, 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.

"Common Stock" means the Common Stock, $.01 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.

"Effectiveness Date" means the date of effectiveness of the Registration
Statement (as defined in the Registration Rights Agreement) filed pursuant to
the Registration Rights Agreement.

"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.

"Holders" mean the Persons who shall from time to time own any Warrant. The term
"Holder" means one of the Holders.

"Independent Appraiser" means a nationally recognized or major regional
investment banking firm or firm of independent certified public accountants of
recognized standing (which may be 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 Virtual Communities, Inc., a Delaware corporation, and its
successors.

"Majority Holders" means at any time the Holders of Warrants exercisable for a
majority of the shares of Warrant Stock issuable under the Warrants at the time
outstanding.

"Minimum Warrant Price" has the meaning specified in Section 7 hereof.

"Minimum Warrant Price Restriction" has the meaning specified in Section 7
hereof.
<PAGE>

"Non-Callable Warrants" means the non-callable A Warrants and B Warrants issued
in connection with the sale and issuance of Common Stock pursuant to the
Purchase Agreement.

"Original Issue Date" means April __, 2000.

"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 closing bid price
per share of the Common Stock on such date the Nasdaq SmallCap Market, Nasdaq
National Market or other registered national stock exchange on which the Common
Stock is then listed or if there is no such price on such date, then the closing
bid price on such exchange or quotation system on the date nearest preceding
such date, or (b) if the Common Stock is not listed then on the Nasdaq SmallCap
Market, Nasdaq National Market or any registered national stock exchange, the
closing bid price for a share of Common Stock in the over-the-counter market, as
reported by NASDAQ or in the National Quotation Bureau Incorporated or similar
organization or agency succeeding to its functions of reporting prices) at the
close of business on such date, or (c) if the Common Stock is not then reported
by NASDAQ the National Quotation Bureau Incorporated (or similar organization or
agency succeeding to its functions of reporting prices), then the average of the
"Pink Sheet" quotes for the relevant conversion period, as determined in good
faith by the holder, or (d) 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,
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.

"Purchase Agreement" means the Common Stock and Warrants Purchase Agreement
dated as of March 31, 2000 among the Issuer and the investors a party thereto.

"Purchase Price" means 5.79375 per share.

"Purchased Shares" means the total number of shares of Common Stock purchased by
the initial Holder of this Warrant pursuant to the Purchase Agreement.

"Redemption Date" has the meaning specified in Section 8 hereof.
<PAGE>

"Redemption Notice" has the meaning specified in Section 8 hereof.

"Redemption Price" has the meaning specified in Section 8 hereof.

"Registration Rights Agreement" has the meaning specified in Section 3(e)
hereof.

"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 Nasdaq
SmallCap Market, Nasdaq National Market or other registered national stock
exchange on which the Common Stock has been listed, or (b) if the Common Stock
is not listed on the Nasdaq SmallCap Market, Nasdaq National Market or other
registered national stock exchange on which the Common Stock has been listed, a
day on which the Common Stock is quoted in the over-the-counter market, as
reported by the OTC Bulletin Board, 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.

"VWAP" shall mean the daily volume weighted average price (based on a Trading
Day from 9:30 a.m. to 4:00 p.m., E.S.T.) of the Company on the Nasdaq SmallCap
Market (or any successor thereto) as reported by Bloomberg Financial LP using
the AQR function.

"Warrants" means the callable Warrants issued in connection with the sale and
issuance of Common Stock pursuant to the Purchase Agreement, 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 $18.00 per share of Warrant Stock, as such price may be
adjusted from time to time as shall result from the adjustments specified in
Section 4 hereof.
<PAGE>

"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.

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
(20) days prior to the action in question and not less than twenty (20) 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 actions require
no notice, then two (2) 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 it to each meeting, who shall be permitted
to attend, but not vote at, such meeting and any
<PAGE>

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.

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 10 without the consent of the Holder of this Warrant.

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. THIS WARRANT SHALL NOT BE INTERPRETED OR CONSTRUED
     WITH ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS WARRANT TO BE DRAFTED.

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., eastern standard
     time, on a Trading Day, (ii) the Trading 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.,
     eastern standard time, on any date and earlier than 11:59 p.m., eastern
     standard time, on such date, (iii) the Trading 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
     such Holder at its 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:

                  Virtual Communities, Inc.
                  589 Eighth Avenue,  7th Floor
                  New York, New York  10018
                  Facsimile Number:  (212) 214-0550
                  Attention: Avi Moskowitz

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 Issuer shall be sent to Wuersch &
Gering LLP, 11 Hanover Square, 21st Floor, New York, New York, Attention: Travis
Gering, Esq., Facsimile no.(212) 509-9559. Copies of notices to the Holder shall
be sent to (a) Parker Chapin LLP, 405 Lexington Avenue, New York, New York
10174, Attention: Christopher S. Auguste, Esq., Facsimile no.: (212) 704-6288.
<PAGE>

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.

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.

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, the Holder hereof and (to the extent provided herein) the Holders
     of Warrant Stock issued pursuant hereto, and shall be enforceable by any
     such party.

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.

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 PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

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

                                        VIRTUAL COMMUNITIES, INC.



                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:
<PAGE>

                                  EXERCISE FORM

[NAME OF ISSUER]
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  ____________________________
                                                    ____________________________

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ cancelled (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 _______________.