BLUE THUNDER CORP.
           (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)


    This certifies that: -------------------------

     the registered Holder or registered assign (the "Holder"), is the owner for
value received of: ----------  warrants (the "Warrants")  (subject to adjustment
as  hereinafter  referred  to),  each of which  Warrants  entitles the Holder to
purchase  during the  period  commencing  ---------  and  expiring  at 5:00 P.M.
Eastern Time on ------,  200-,  one fully paid,  non-assessable  share of common
stock,  $.001 par value per share  ("Share")  of Blue Thunder  Corp.,a  Delaware
corporation  (the  "Company"),  upon  payment  of $-- per share  (the  "Exercise
Price"), provided,  however, that the number of Shares purchasable upon exercise
of each Warrant may be increased or reduced and the Exercise  Price  adjusted in
the event of a stock dividend,  stock split,  reclassification,  reorganization,
consolidation,  merger,  sale of all or substantially all of the property of the
Company, sales of stock at less than the greater of market value or the Exercise
Price or other dilutive transactions. The Exercise Price of Warrants represented
by this Warrant  Certificate  is payable  either in cash or by bank draft to the
order of the  Company.  No  adjustment  shall be made for any  dividends  on any
Shares  issuable  upon  exercise of the  Warrants  represented  by this  Warrant
Certificate.

    In order to exercise  these  Warrants,  the form of election to purchase on
the  reverse  side  must  be  properly  completed  and  executed.   If  Warrants
represented by this Warrant Certificate are exercised with respect to fewer than
all Shares  purchasable,  certificates  representing  Warrants to  purchase  the
remaining number of Shares will be issued.


     The Company  shall not be required  to issue  fractions  of Shares upon the
exercise of  Warrants,  but the holder  shall have the right to purchase a whole
Share.

     Warrants  are  transferable  at the  office of the  Company  by the  Holder
thereof in person or by  attorney  duly  authorized  in  writing,  but only upon
surrender of the Warrant  Certificate and the payment of transfer taxes, if any.
Upon any such transfer, a new Warrant Certificate or new Warrant Certificates of
different  denominations  of like tenor and  representing  in the  aggregate the
right to purchase a like number of Shares,  will be issued to the  transferee in
exchange for this Warrant Certificate.

     This Warrant Certificate,  when surrendered at the office of the Company by
the Holder in person or by attorney duly authorized in writing, may be exchanged
for any other Warrant Certificates of different  denominations of like tenor and
representing in the aggregate the right to purchase a like number of Shares.

     If this Warrant  Certificate  shall be surrendered  for exercise within any
period  during  which  the  transfer  books for the  Shares or other  securities
purchasable upon the exercise of Warrants are closed for any reason, the Company
shall not be  required  to make  delivery  of  Certificates  for the  securities
purchasable  upon such exercise until the date of the reopening of said transfer
books.

     The Holder shall not be entitled to any of the rights of a  shareholder  of
the Company prior to exercise hereof.

     This Warrant  Certificate is not valid unless  countersigned by the Warrant
Transfer Agent.

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


                                                                COUNTERSIGNED:
                                        OLDE MONMOUTH STOCK TRANSFER CO., INC.
                                                77 Memorial Parkway, Suite 101
                                          Atlantic Highlands, New Jersey 07716


                                                          AUTHORIZED SIGNATURE
Dated: ----------------


                               BLUE THUNDER CORP.
/s/Bridgette Vasile               CORPORATE SEAL            /s/Edward Reilly
------------------                   2000                --------------------
  Secretary                        DELAWARE                 President


<PAGE>

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common
TEN ENT -  as tenants by the entireties
JT TEN -   as joint tenants with right of
           survivorship and not as tenants
           in common and not as community property


UNIFORM GIFTS TO MINORS ACT


(Custodian)                          (Minor)
under the Uniform Gifts of Minors Act of  the State of ------------------

EXERCISE

     I or we  hereby  irrevocably  elect  to  exercise  the  right  of  purchase
represented by this certificate to purchase ------ shares of the common stock of
the Company ("Shares") and hereby make payment of  -----------------  (number of
shares purchased  multiplied by $--) payable to the order of Blue Thunder Corp.,
in payment of the exercise price for such Shares,  and request that certificates
for the Shares shall be issued in the name of:

Please insert social security or EIN number
or other identifying number: -------------------------


(Insert name address, including zip code):

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

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

     And,  if such number of Shares  shall not be all of the shares  purchasable
hereunder,  that a new Warrant  Certificate or like tenor for the balance of the
remaining  Shares  purchasable  hereunder be delivered to the undersigned at the
address above.

     IMPORTANT:  The name of the person  exercising this warrant must correspond
with the name of the  Warrantholder  written on the face of this  Certificate in
every particular,  without alteration or any change whatever, unless it has been
assigned by completing the Assignment form below.


DATED: ---------------- 20--          X---------------------------------------
                                             Signature of Registered Holder


                                      X---------------------------------------
                                             Signature of Registered Holder


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

Please insert social security or EIN number
or other identifying number: -----------------

(Insert name and address, including zip code):

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

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

     The right to purchase  -------------- Shares evidenced by this Warrant, and
does hereby irrevocably constitute and appoint any officer of the Company or its
transfer  agent and  registrar as lawful  Attorney to transfer such right on the
books of the Company with full power of substitution in the premises.



DATED: -------------, 20--            X---------------------------------------
                                          Signature of Registered Holder


                                      X---------------------------------------
                                          Signature of Registered Holder


     IMPORTANT:  Every  registered  owner of this  Certificate  must  sign it to
assign or otherwise  transfer  Warrants.  The above signature or signatures must
correspond  with the name or names  written on the face of this  Certificate  in
every particular,  without alteration,  enlargement or any change whatever. Each
signature should be "medallion"  guaranteed by an eligible guarantor institution
(Banks,  Stockbrokers,  Savings and Loan  Associations  and Credit  Unions) with
membership in an approved signature guarantee Medallion Program pursuant to Rule
17Ad-15 of the Securities Exchange Act of 1934.


SIGNATURE GUARANTEE: