EXHIBIT 10.9

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED ("1933
ACT")  OR ANY  STATE  SECURITIES  LAWS.  SUCH  SECURITIES  MAY  NOT BE  SOLD  OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION  THEREFROM UNDER
THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


                       CLASS B WARRANT TO PURCHASE SHARES
                                 OF THE STOCK OF
                               SUNGAME CORPORATION
                (VOID AFTER EXPIRATION DATE - __________________)

                           Issue Date: ________, 2009

         This  certifies  that _______ or his  successors or assigns  ("HOLDER")
shall be entitled to purchase from SUNGAME  CORPORATION,  a Delaware corporation
("COMPANY"), having its principal place of business at ________________________,
up to a total of  _______________________________  fully paid and non-assessable
shares of the Company's  common stock,  ("COMMON  STOCK"),  at a price per share
equal to the Exercise Price (as defined below).

         The exercise price (the "EXERCISE  PRICE") of this Class B Warrant will
be equal to $2.50 per share,  subject to adjustment  upon the  occurrence of the
events described in Section 2 of this Class B Warrant.

         This Class B Warrant shall be  exercisable  into shares of Common Stock
at any time, or from time-to-time, up to and including 5:00 p.m. (New York time)
on __________________  ("EXPIRATION DATE"),  provided,  however, if such date is
not a Business Day, then on the Business Day  immediately  following such date).
This Class B Warrant is  exercisable  in whole or in part upon the  surrender to
the Company at its principal place of business (or at such other location as the
Company  may  advise  the Holder in  writing)  of this Class B Warrant  properly
endorsed with a form of subscription in  substantially  the form attached hereto
duly filled in and signed and, if  applicable,  upon payment in cash or by check
of the aggregate  Exercise Price for the number of shares for which this Class B
Warrant is being  exercised as  determined  in  accordance  with the  provisions
hereof.

1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

         1.A      GENERAL.  This Class B Warrant is  exercisable  in full, or in
                  part,  at the  option  of the  Holder of record at any time or
                  from time, to time, up to the  Expiration  Date for all of the
                  shares of Common  Stock  (but not for a  fraction  of a share)
                  which may be purchased hereunder.  In the case of the exercise
                  of less than all of the Class B Warrants  represented  hereby,
                  the Company shall cancel this Class B Warrant Certificate upon
                  the surrender hereof and shall execute and deliver a new Class
                  B Warrant Certificate or Class B Warrant  Certificates of like

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<PAGE>

                  tenor for the  balance of such Class B  Warrants.  The Company
                  agrees that the shares of Common  Stock  purchased  under this
                  Class B  Warrant  shall be and are  deemed to be issued to the
                  Holder  hereof as the  record  owner of such  shares as of the
                  close of  business  on the date on which the  exercise  notice
                  (attached  hereto  as  Schedule  A or B) is  delivered  to the
                  Company via facsimile;  provided,  however,  that in such case
                  this  Class B  Warrant  shall be  surrendered  to the  Company
                  within three (3) business days. Certificates for the shares of
                  Common Stock so purchased,  together with any other securities
                  or  property  to  which  the  Holder  is  entitled  upon  such
                  exercise,  shall be  delivered to the Holder by the Company at
                  the  Company's  expense  within a  reasonable  time  after the
                  rights  represented  by this  Class  B  Warrant  have  been so
                  exercised,  and in any event,  within three  business  days of
                  such exercise and delivery of the Exercise Price.  The Company
                  shall,  no later  than  the  close of  business  on the  first
                  business day following the date on which the Company  receives
                  the  exercise  notice  by  facsimile  transmission  issue  and
                  deliver   to  the   Company's   Transfer   Agent   irrevocable
                  instructions  to issue and deliver or cause to be delivered to
                  such Holder the number of Warrant Shares  exercised within two
                  business  days  thereafter  by  either  express  mail  or hand
                  delivery.  Each Common Stock certificate so delivered shall be
                  in such  denominations  of  10,000  or more  shares  of Common
                  Stock,  in  increments  of 10,000,  as may be requested by the
                  Holder hereof and shall be  registered on the Company's  books
                  in the name designated by such Holder, provided that no Holder
                  of this Class B Warrant  shall be  permitted  to exercise  any
                  warrants  to the extent  that such  exercise  would  cause any
                  Holder to be the  beneficial  owner of more than 4.999% of the
                  then  outstanding  Company's  Common Stock, at that given time
                  (as  determined  in  accordance  with  Section  13(d)  of  the
                  Securities  Exchange  Act of 1934,  as amended,  and the rules
                  thereunder This limitation  shall not be deemed to prevent any
                  Holder from  acquiring more than an aggregate of 4.999% of the
                  Common  Stock,  so long as such Holder  does not  beneficially
                  own, or have the right to beneficially more than 4.999% of the
                  Company's  Common  Stock at any given  time.  The  limitations
                  contained  herein  shall  cease to apply upon  sixty-one  (61)
                  days' prior written notice from the Holder to the Company.


         1.B      EXERCISE FOR CASH

                  This Class B Warrant may be exercised, in whole at any time or
                  in part from time to time,  commencing  on the date hereof and
                  prior to 5:00 P.M., New York time, on  __________________,  by
                  the Holder by the facsimile  delivery of the exercise  notice,
                  as  attached  hereto,  on  the  date  of the  exercise  and by
                  surrender  of this Class B Warrant  within  three (3) business
                  days from the  exercise  day at the address set forth  hereof,

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<PAGE>

                  together with proper  payment of the aggregate  Exercise Price
                  payable  hereunder for the Class B Warrant Shares  ("AGGREGATE
                  WARRANT  PRICE"),  or the  proportionate  part thereof if this
                  Class B Warrant is exercised in part.  Payment for the Class B
                  Warrant  Shares shall be made by wire, or check payable to the
                  order of the Company.  If this Class B Warrant is exercised in
                  part,  this Class B Warrant must be exercised  for a number of
                  whole shares of the Common  Stock,  and the Holder is entitled
                  to receive a new Class B Warrant  covering the Class B Warrant
                  Shares  which have not been  exercised  and setting  forth the
                  proportionate  part of the Aggregate  Warrant Price applicable
                  to such Class B Warrant  Shares.  Upon such  surrender of this
                  Class B Warrant the Company  will (a) issue a  certificate  or
                  certificates  in the name of the Holder for the largest number
                  of whole  shares of the Common Stock to which the Holder shall
                  be  entitled  and  (b)  deliver  the  other   securities   and
                  properties  receivable  upon  the  exercise  of  this  Class B
                  Warrant,  or the  proportionate  part  thereof if this Class B
                  Warrant is exercised in part,  pursuant to the  provisions  of
                  this Class B Warrant.

         1.C      SHARES TO BE FULLY PAID;  RESERVATION  OF SHARES.  The Company
                  covenants and agrees that all shares of Common Stock which may
                  be issued upon the exercise of the rights  represented by this
                  Class B  Warrant  will,  upon  issuance,  be duly  authorized,
                  validly issued, fully paid and nonassessable and free from all
                  preemptive  rights of any  shareholder  and free of all taxes,
                  liens and  charges  with  respect  to the issue  thereof.  The
                  Company further  covenants and agrees that,  during the period
                  within  which the rights  represented  by this Class B Warrant
                  may  be  exercised,   the  Company  will  at  all  times  have
                  authorized and reserved,  for the purpose of issue or transfer
                  upon  exercise of the  subscription  rights  evidenced by this
                  Class B Warrant,  a sufficient  number of shares of authorized
                  but unissued Common Stock, when and as required to provide for
                  the  exercise  of the  rights  represented  by  this  Class  B
                  Warrant.  The  Company  will  take all such  action  as may be
                  necessary  to assure that such  shares of Common  Stock may be
                  issued as provided herein without  violation of any applicable
                  law or  regulation,  or of any  requirements  of any  domestic
                  securities  exchange  upon  which  the  Common  Stock or other
                  securities may be listed; provided,  however, that the Company
                  shall not be required to effect a  registration  under federal
                  or state  securities  laws with respect to such exercise other
                  than as required by the  Registration  Rights  Agreement.  The
                  Company  will not take any action  which  would  result in any
                  adjustment of the Exercise Price if the total number of shares
                  of Common Stock  issuable  after such action upon  exercise of
                  all outstanding  warrants,  together with all shares of Common
                  Stock then  outstanding  and all  shares of Common  Stock then
                  issuable upon exercise of all options and upon the  conversion
                  of all convertible  securities then outstanding,  would exceed
                  the total number of shares of Common Stock then  authorized by
                  the Company's Articles of Incorporation ("COMPANY CHARTER").

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<PAGE>

         1.D      BUY-IN. In addition to any other rights available to a Holder,
                  if the  Company  fails to deliver to the Holder a  certificate
                  representing Warrant Shares by the fifth Trading Day after the
                  date on which delivery of such certificate is required by this
                  Warrant,  and if  after  such  fifth  Trading  Day the  Holder
                  purchases (in an open market  transaction or otherwise) shares
                  of Common  Stock to deliver in  satisfaction  of a sale by the
                  Holder on or after the  Exercise  Date of the  Warrant  Shares
                  that the  Holder  anticipated  receiving  from the  Company (a
                  "BUY-IN"),  then the Company shall,  within three Trading Days
                  after the  Holder's  request and in the  Holder's  discretion,
                  either  (i) pay cash to the  Holder in an amount  equal to the
                  Holder's   total   purchase   price    (including    brokerage
                  commissions,  if any)  for  the  shares  of  Common  Stock  so
                  purchased (the "BUY-IN  PRICE"),  at which point the Company's
                  obligation  to  deliver  such  certificate  (and to issue such
                  Common  Stock) shall  terminate,  or (ii)  promptly  honor its
                  obligation  to  deliver  to  the  Holder  a   certificate   or
                  certificates  representing  such Common  Stock and pay cash to
                  the  Holder in an amount  equal to the  excess (if any) of the
                  Buy-In  Price over the product of (A) such number of shares of
                  Common  Stock,  times (B) the Closing Price on the date of the
                  event giving rise to the Company's  obligation to deliver such
                  certificate.  Notwithstanding the foregoing, the Company shall
                  have no liability  under this  subsection for the Buy-In Price
                  if it has compiled with the  requirements  of  subsection  1.1
                  above and  notwithstanding  it using its best  efforts to have
                  its transfer  agent deliver the Warrant  Shares to the Holders
                  within three trading days of the Holder's request such Warrant
                  Shares are not delivered on a timely basis.

2.  DETERMINATION  OR  ADJUSTMENT  OF EXERCISE  PRICE AND NUMBER OF SHARES.  The
Exercise  Price and the number of shares  purchasable  upon the exercise of this
Class B  Warrant  shall be  subject  to  adjustment  from  time to time upon the
occurrence of certain events  described in this Section 2. Upon each  adjustment
of the Exercise  Price,  the Holder of this Class B Warrant shall  thereafter be
entitled to purchase, at the Exercise Price resulting from such adjustment,  the
number  of  shares   obtained  by  multiplying  the  Exercise  Price  in  effect
immediately  prior  to such  adjustment  by the  number  of  shares  purchasable
pursuant hereto  immediately prior to such adjustment,  and dividing the product
thereof by the Exercise Price resulting from such adjustment.

         2.A      SUBDIVISION  OR  COMBINATION  OF  COMMON  STOCK.  In case  the
                  Company  shall  at  any  time   subdivide  or  reclassify  its
                  outstanding  shares of Common  Stock into a greater  number of
                  shares, the Exercise Price in effect immediately prior to such
                  subdivision shall be proportionately  reduced, and conversely,
                  in case the outstanding  shares of Common Stock of the Company
                  shall be combined  or  reclassified  into a smaller  number of
                  shares, the Exercise Price in effect immediately prior to such
                  combination shall be proportionately increased.

         2.B      DIVIDENDS   IN   COMMON   STOCK,   OTHER   STOCK,    PROPERTY,
                  RECLASSIFICATION.  If at any  time  or from  time to time  the
                  holders  of  Common  Stock  (or any  shares  of stock or other

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<PAGE>

                  securities  at the time  receivable  upon the exercise of this
                  Class B Warrant)  shall have  received  or become  entitled to
                  receive, without payment therefore:

                  2.B.A    Stock, Common Stock or any shares of capital stock or
                           other  securities  which are at any time  directly or
                           indirectly   convertible  into  or  exchangeable  for
                           Common  Stock,  or any rights or options to subscribe
                           for,   purchase  or  otherwise  acquire  any  of  the
                           foregoing by way of dividend or other distribution,

                  2.B.B    Any cash  paid or  payable  otherwise  than as a cash
                           dividend, or

                  2.B.C    Stock,  Common Stock or  additional  capital stock or
                           other securities or property  (including cash) by way
                           of spinoff, split-up,  reclassification,  combination
                           of shares or similar corporate rearrangement,  (other
                           than shares of Common  Stock  issued as a stock split
                           or  adjustments  in respect of which shall be covered
                           by the terms of Section 2.1 above),  then and in each
                           such case, the Holder hereof shall, upon the exercise
                           of this Class B Warrant,  be entitled to receive,  in
                           addition  to the number of shares of Common  Stock or
                           other capital stock receivable thereupon, and without
                           payment of any additional consideration therefor, the
                           amount  of stock and other  securities  and  property
                           (including  cash in the cases  referred  to in clause
                           (2.2.2)  above and this  clause  (2.2.3))  which such
                           Holder would hold on the date of such exercise had he
                           been the holder of record of such Common  Stock as of
                           the date on which holders of Common Stock received or
                           became  entitled to receive  such shares or all other
                           additional stock and other securities and property.

         2.C      REORGANIZATION,  RECLASSIFICATION,  CONSOLIDATION,  MERGER  OR
                  SALE.

                  2.C.A    If   any   recapitalization,    reclassification   or
                           reorganization  of the capital  stock of the Company,
                           or any  consolidation  or merger of the Company  with
                           another   corporation,   or  the   sale   of  all  or
                           substantially  all of its assets or other transaction
                           shall  be  effected  in such a way  that  holders  of
                           Common  Stock  shall be  entitled  to receive  stock,
                           securities,  or other assets or property (an "ORGANIC
                           CHANGE"),  then,  as  a  condition  of  such  Organic
                           Change,  lawful and adequate provisions shall be made
                           by  the  Company  whereby  the  Holder  hereof  shall
                           thereafter  have the  right,  upon  exercise  of this

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<PAGE>

                           Class B Warrant,  to purchase and receive (in lieu of
                           the  shares  of  the  Common  Stock  of  the  Company
                           immediately  theretofore  purchasable  and receivable
                           upon the exercise of the rights  represented  by this
                           Class B Warrant) such shares of stock,  securities or
                           other  assets or property as may be issued or payable
                           with  respect  to or in  exchange  for  a  number  of
                           outstanding  shares of such Common Stock equal to the
                           number   of   shares   of  such   stock   immediately
                           theretofore   purchasable  and  receivable  upon  the
                           exercise  of the rights  represented  by this Class B
                           Warrant.   In  the  event  of  any  Organic   Change,
                           appropriate  provision  shall be made by the  Company
                           with  respect  to the  rights  and  interests  of the
                           Holder of this  Class B  Warrant  to the end that the
                           provisions  hereof  (including,  without  limitation,
                           provisions for  adjustments of the Exercise Price and
                           of the number of shares  purchasable  and  receivable
                           upon the  exercise  of this  Class B  Warrant)  shall
                           thereafter be  applicable,  in relation to any shares
                           of stock, securities or assets thereafter deliverable
                           upon the exercise hereof. The Company will not effect
                           any such consolidation,  merger or sale unless, prior
                           to   the   consummation    thereof,   the   successor
                           corporation  (if other  than the  Company)  resulting
                           from such consolidation or the corporation purchasing
                           such  assets  shall  assume  by  written   instrument
                           executed and mailed or delivered to the Holder hereof
                           at the last  address of such Holder  appearing on the
                           books of the Company,  the  obligation  to deliver to
                           such Holder,  upon Holder's  exercise of this Class B
                           Warrant  and  payment  of  the   purchase   price  in
                           accordance  with the  terms  hereof,  such  shares of
                           stock,  securities or assets as, in  accordance  with
                           the foregoing provisions, such Holder may be entitled
                           to purchase.

                  2.C.B    No adjustment of the Exercise Price,  however,  shall
                           be made in an amount  less than $.01 per  Share,  but
                           any such lesser  adjustment  shall be carried forward
                           and shall be made at the time and  together  with the
                           next  subsequent  adjustment  which together with any
                           adjustments  so carried  forward shall amount to $.01
                           per Share or more.

2.2 CERTAIN EVENTS. If any change in the outstanding Common Stock of the Company
or any other event occurs as to which the other provisions of this Section 2 are
not strictly  applicable or if strictly  applicable would not fairly protect the
purchase  rights of the  Holder of the Class B Warrant in  accordance  with such
provisions,  then the Board of Directors of the Company shall make an adjustment
in the  number  and class of shares  available  under the Class B  Warrant,  the
Exercise  Price or the  application  of such  provisions,  so as to protect such
purchase  rights as  aforesaid.  The  adjustment  shall be such as will give the
Holder of the Class B Warrant  upon  exercise  for the same  aggregate  Exercise
Price the total number,  and kind of shares as he would have owned had the Class

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<PAGE>

B Warrant  been  exercised  prior to the event and had he continued to hold such
shares until after the event requiring adjustment.

2.3 NOTICES OF CHANGE.

                  2.3.1    Upon any determination or adjustment in the number or
                           class of shares  subject to this Class B Warrant  and
                           of the Exercise Price, the Company shall give written
                           notice  thereof  to  the  Holder,  setting  forth  in
                           reasonable  detail and certifying the  calculation of
                           such determination or adjustment.

                  2.3.2    The Company  shall give written  notice to the Holder
                           at least 20 business  days prior to the date on which
                           the  Company  closes  its books or takes a record for
                           determining   rights  to  receive  any  dividends  or
                           distributions.

                  2.3.3    The  Company  shall also give  written  notice to the
                           Holder at least 20 days prior to the date on which an
                           Organic Change shall take place.

3. ISSUE TAX. The issuance of  certificates  for shares of Common Stock upon the
exercise of the Class B Warrant  shall be made  without  charge to the Holder of
the Class B Warrant for any issue tax (other than any  applicable  income taxes)
in respect thereof; provided, however, that the Company shall not be required to
pay any tax which may be  payable in respect  of any  transfer  involved  in the
issuance and delivery of any  certificate  in a name other than that of the then
Holder of the Class B Warrant being exercised.

4.  CLOSING  OF BOOKS.  The  Company  will at no time close its  transfer  books
against the transfer of any warrant or of any shares of stock issued or issuable
upon the exercise of any warrant in any manner which  interferes with the timely
exercise of this Class B Warrant.

5. NO VOTING OR DIVIDEND RIGHTS;  LIMITATION OF LIABILITY.  Nothing contained in
this Class B Warrant shall be construed as conferring upon the Holder hereof the
right to vote as a shareholder of the Company. No dividends or interest shall be
payable or accrued in respect of this Class B Warrant,  the interest represented
hereby, or the shares purchasable  hereunder until, and only to the extent that,
this Class B Warrant shall have been  exercised,  subject to the Holder's rights
under  Section 2 of this  Class B  Warrant.  The  Holder of this Class B Warrant
shall  receive all notices as if a  shareholder  of the Company.  No  provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration  herein of the rights or privileges of the
Holder hereof,  shall give rise to any liability of such Holder for the Exercise
Price or as a shareholder of the Company,  whether such liability is asserted by
the Company or by its creditors.

6.  RIGHTS  AND  OBLIGATIONS  SURVIVE  EXERCISE  OF  WARRANT.   The  rights  and
obligations  of the  Company,  of the Holder of this Class B Warrant  and of the
holder of shares of Common Stock  issued upon  exercise of this Class B Warrant,
shall survive the exercise of this Class B Warrant.

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<PAGE>

7. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

         7.A      ARTICLES AND BYLAWS.  The Company has made available to Holder
                  true,  complete and correct copies of the Company  Charter and
                  Bylaws, as amended, through the date hereof.

         7.B      DUE  AUTHORITY.  The  execution and delivery by the Company of
                  this Class B Warrant and the performance of all obligations of
                  the Company hereunder, including the issuance to Holder of the
                  right to acquire  the shares of Common  Stock,  have been duly
                  authorized  by all necessary  corporate  action on the part of
                  the Company,  and the Class B Warrant is not inconsistent with
                  the Company Charter or Bylaws and  constitutes a legal,  valid
                  and  binding   agreement  of  the  Company,   enforceable   in
                  accordance with its terms.

         7.C      CONSENTS AND  APPROVALS.  No consent or approval of, giving of
                  notice to, registration with, or taking of any other action in
                  respect of any state, federal or other governmental  authority
                  or agency is required with respect to the execution,  delivery
                  and performance by the Company of its  obligations  under this
                  Class B Warrant,  except for any filing required by applicable
                  federal  and  state  securities  laws,  which  filing  will be
                  effective by the time required thereby.

         7.D      ISSUED  SECURITIES.  All  issued  and  outstanding  shares  of
                  capital  stock of the Company  have been duly  authorized  and
                  validly  issued  and are  fully  paid and  nonassessable.  All
                  outstanding  shares  of  capital  stock  were  issued  in full
                  compliance with all federal and state securities laws.

         7.E      EXEMPT  TRANSACTION.  Subject to the  accuracy  of the Holders
                  representations  in  Section 8  hereof,  the  issuance  of the
                  Common  Stock  upon  exercise  of this  Class B  Warrant  will
                  constitute  a  transaction  exempt  from (i) the  registration
                  requirements  of Section 5 of the  Securities  Act of 1933, as
                  amended  ("1933 ACT"),  in reliance upon Section 4(2) thereof,
                  or upon the applicable  exemption under Regulation D, and (ii)
                  the   qualification   requirements  of  the  applicable  state
                  securities laws.

         7.F      COMPLIANCE  WITH  RULE  144.  At the  written  request  of the
                  Holder,  who proposes to sell Common Stock  issuable  upon the
                  exercise  of the Class B Warrant in  compliance  with Rule 144
                  promulgated  by the Securities  and Exchange  Commission,  the
                  Company  shall  furnish to the  Holder,  within  five (5) days
                  after receipt of such request, a written statement  confirming
                  the Company's  compliance with the filing  requirements of the
                  Securities and Exchange  Commission as set forth in such Rule,
                  as such Rule may be amended from time to time.

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<PAGE>

8. REPRESENTATIONS AND COVENANTS OF THE HOLDER.

         8.A      This Class B Warrant has been  entered  into by the Company in
                  reliance upon the following  representations  and covenants of
                  the Holder:

                  8.A.A    INVESTMENT PURPOSE. The Class B Warrant or the Common
                           Stock  issuable  upon exercise of the Class B Warrant
                           will be acquired for  investment  and not with a view
                           to the sale or distribution of any part thereof,  and
                           the  Holder has no  present  intention  of selling or
                           engaging  in any  public  distribution  of  the  same
                           except pursuant to a registration or exemption.

                  8.A.B    PRIVATE ISSUE.  The Holder  understands  (i) that the
                           Class B Warrant and the Common  Stock  issuable  upon
                           exercise of this Class B Warrant  are not  registered
                           under  the 1933  Act or  qualified  under  applicable
                           state securities laws on the ground that the issuance
                           contemplated  by this Class B Warrant  will be exempt
                           from the registration and qualifications requirements
                           thereof, and (ii) that the Company's reliance on such
                           exemption is  predicated on the  representations  set
                           forth in this Section 8.

                  8.A.C    DISPOSITION OF HOLDERS  RIGHTS.  In no event will the
                           Holder make a  disposition  of the Class B Warrant or
                           the Common Stock  issuable upon exercise of the Class
                           B Warrant unless and until (i) it shall have notified
                           the Company of the proposed disposition,  and (ii) if
                           requested by the Company, it shall have furnished the
                           Company with an opinion of counsel (which counsel may
                           either be inside or outside  counsel  to the  Holder)
                           satisfactory  to the  Company  and its counsel to the
                           effect  that (A)  appropriate  action  necessary  for
                           compliance  with the 1933 Act has been taken,  or (B)
                           an exemption from the  registration  requirements  of
                           the  1933  Act  is  available.   Notwithstanding  the
                           foregoing,   the   restrictions   imposed   upon  the
                           transferability  of  any  of its  rights  to  acquire
                           Common Stock  issuable on the exercise of such rights
                           do not apply to transfers from the  beneficial  owner
                           of  any  of  the  aforementioned  securities  to  its
                           nominee or from such nominee to its beneficial owner,
                           and shall  terminate  as to any  particular  share of
                           stock  when  (1)  such   security   shall  have  been
                           effectively registered under the 1933 Act and sold by
                           the   Holder   thereof   in   accordance   with  such
                           registration  or (2) such  security  shall  have been
                           sold without registration in compliance with Rule 144
                           under the 1933 Act,  or (3) a letter  shall have been
                           issued to the  Holder at its  request by the staff of

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<PAGE>

                           the  Securities  and Exchange  Commission or a ruling
                           shall have been  issued to the Holder at its  request
                           by such  Commission  stating  that no action shall be
                           recommended   by  such   staff   or   taken  by  such
                           Commission,  as the case may be, if such  security is
                           transferred  without  registration under the 1933 Act
                           in accordance  with the  conditions set forth in such
                           letter or ruling and such letter or ruling  specifies
                           that  no  subsequent  restrictions  on  transfer  are
                           required. Whenever the restrictions imposed hereunder
                           shall terminate,  as hereinabove provided, the Holder
                           or holder of a share of stock then  outstanding as to
                           which  such  restrictions  have  terminated  shall be
                           entitled to receive from the Company, without expense
                           to such Holder,  one or more new certificates for the
                           Class B  Warrant  or for such  shares  of  stock  not
                           bearing any restrictive legend.

                  8.A.D    FINANCIAL  RISK.  The Holder has such  knowledge  and
                           experience in financial and business matters as to be
                           capable  of  evaluating  the  merits and risks of its
                           investment,  and has the ability to bear the economic
                           risks of its investment.

                  8.A.E    RISK OF NO REGISTRATION.  The Holder understands that
                           if the  Company  does not file  reports  pursuant  to
                           Section 15(d) and/or Section 12(g), of the Securities
                           Exchange   Act  of  1934  ("1934   ACT"),   or  if  a
                           registration  statement covering the securities under
                           the 1933 Act is not in effect when it desires to sell
                           (i) the Class B  Warrant,  or (ii) the  Common  Stock
                           issuable upon exercise of the Class B Warrant, it may
                           be required to hold such securities for an indefinite
                           period.  The Holder also understands that any sale of
                           the Class B Warrant or the Common Stock issuable upon
                           exercise  of the Class B Warrant  which might be made
                           by it in  reliance  upon  Rule 144 under the 1933 Act
                           may be made  only in  accordance  with the  terms and
                           conditions of that Rule.

                  8.A.F    ACCREDITED  INVESTOR.  The  Holder is an  "accredited
                           investor"   within  the  meaning  of   Regulation   D
                           promulgated under the 1933 Act.

9. MODIFICATION AND WAIVER. This Class B Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by (a) the party against which  enforcement  of the same is sought or (b)
the  Company and the holders of at least a majority of the number of shares into
which the Class B Warrants are  exercisable  (without  regard to any  limitation
contained  herein  on  such  exercise),   it  being  understood  that  upon  the
satisfaction  of the  conditions  described  in (a) and (b) above,  each Class B
Warrant  (including  any Class B Warrant  held by the Holder who did not execute

                                       10
<PAGE>

the  agreement  specified  in (b)  above)  shall be  deemed to  incorporate  any
amendment,  modification,  change or waiver effected thereby as of the effective
date thereof.  Notwithstanding the foregoing,  no modification to this Section 9
will be effective against any Holder without his consent.

10.  TRANSFER OF THIS CLASS B WARRANT.  The Holder may sell,  transfer,  assign,
pledge or  otherwise  dispose of this Class B Warrant,  in whole or in part,  as
long as  such  sale or  other  disposition  is  made  pursuant  to an  effective
registration statement or an exemption from the registration requirements of the
Securities Act. Upon such transfer or other  disposition  (other than a pledge),
the Holder shall  deliver this  Warrant to the Company  together  with a written
notice to the Company, substantially in the form of the Transfer Notice attached
hereto as Exhibit B (the "TRANSFER NOTICE"), indicating the person or persons to
whom this Class B Warrant  shall be  transferred  and,  if less than all of this
Class B Warrant is  transferred,  the number of Warrant  Shares to be covered by
the part of this Class B Warrant to be transferred  to each such person.  Within
three (3) Business Days of receiving a Transfer  Notice and the original of this
Class B Warrant, the Company shall deliver to the each transferee  designated by
the  Holder a Class B  Warrant(s)  of like  tenor and terms for the  appropriate
number  of  Warrant  Shares  and,  if less  than all  this  Class B  Warrant  is
transferred,  shall  deliver to the Holder a Class B Warrant  for the  remaining
number of Warrant  Shares.  No transfer  can be made without  Company's  written
consent.

11.  NOTICES.  Any notice  required  or  permitted  hereunder  shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given upon (i) personal delivery, against written receipt thereof, (ii) delivery
via facsimile or e-mail as set forth below (iii) two business days after deposit
with Federal Express or another nationally recognized overnight courier service,
or (iv) five business days after being forwarded, postage paid, via certified or
registered  mail,  return  receipt  requested,  addressed  to each of the  other
parties  thereunto  entitled  at  the  following  addresses,  or at  such  other
addresses as a party may designate by ten days advance written notice.

12.  BINDING EFFECT ON  SUCCESSORS;  BENEFIT.  As provided in Section 2.3 above,
this  Class B Warrant  shall be  binding  upon any  corporation  succeeding  the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's  assets.  All of the  obligations  of the Company  relating to the
Common Stock  issuable  upon the exercise of this Class B Warrant  shall survive
the exercise and  termination of this Class B Warrant.  All of the covenants and
agreements  of the  Company  shall inure to the  benefit of the  successors  and
assigns of the Holder  hereof.  This Series A Warrant  shall be for the sole and
exclusive  benefit of the Holder and nothing in this  Series A Warrant  shall be
construed to confer upon any person other than the Holder any legal or equitable
right, remedy or claim hereunder.

13.  DESCRIPTIVE  HEADINGS AND GOVERNING  LAW. The  description  headings of the
several  sections  and  paragraphs  of this  Class B Warrant  are  inserted  for
convenience  only and do not  constitute  a part of this Class B  Warrant.  This
Class B Warrant  shall be construed  and enforced in  accordance  with,  and the
rights of the parties shall be governed by the laws of the State of Delaware.

                                       11
<PAGE>

14. LOST WARRANTS. The Company represents and warrants to the Holder hereof that
upon  receipt of evidence  reasonably  satisfactory  to the Company of the loss,
theft,  destruction,  or  mutilation of this Class B Warrant and, in the case of
any such loss,  theft or  destruction,  upon receipt of an indemnity  reasonably
satisfactory  to  the  Company,  or in the  case  of any  such  mutilation  upon
surrender and cancellation of such Class B Warrant, the Company, at the Holder's
expense,  will make and deliver a new Class B Warrant, of like tenor, in lieu of
the lost, stolen, destroyed or mutilated Class B Warrant.

15.  FRACTIONAL  SHARES.  No fractional  shares shall be issued upon exercise of
this Class B Warrant.  The  Company  shall,  in lieu of issuing  any  fractional
share,  pay the  Holder  entitled  to such  fraction a sum in cash equal to such
fraction multiplied by the then effective Exercise Price.

16.  REDEMPTION.  This Class B Warrant may be called for redemption and redeemed
at the option of the Company, at a redemption price of $.50 per Class B Warrant,
at any time between the  Effective  Date of the  Registration  Statement and the
Expiration  Date upon 10 day written notice  delivered to the Holder,  provided:
(a) the  Closing  Bid or last sales  price of the  Common  Stock  issuable  upon
exercise  of such Class B Warrant has been at least 175% of the  Exercise  Price
for twenty (20)  consecutive  trading  days ending not more than 3 days prior to
the  date of  notice  of  redemption;  (b)  there is an  effective  registration
statement  with a current  prospectus  available  covering  the shares of Common
Stock  issuable  upon  exercise  of this  Class  B  Warrant;  and (c) no  public
announcement  of a pending or proposed  Organic Change has occurred that has not
been consummated. If any of the foregoing conditions shall cease to be satisfied
at any time during the required period, then the Holder may elect to nullify the
Redemption Notice in which case the Redemption Notice shall be null and void, ab
initio.  On and after the date fixed for  redemption,  the Holder  shall have no
rights with respect to this Class B Warrant except to receive the $.50 per Class
B Warrant  upon  surrender  of this  Certificate.  All Class B Warrants  must be
redeemed  if any are  redeemed.  The Company  covenants  and agrees that it will
honor all  Exercise  Notices  tendered  through  the  Business  Day  immediately
preceding the Redemption  Date. The redemption  payment shall be made in cash on
date fixed for redemption in the Company's  notice of  redemption,  as described
below (the  "Redemption  Date").  The  redemption  payment is due in full on the
Redemption Date.

         The notice of redemption shall specify:  (i) the Redemption Price; (ii)
the date fixed for redemption  (the  "REDEMPTION  DATE");  (iii) the place where
Class B 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. EST on the Business Day  immediately  preceding  the  Redemption  Date.  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.

         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 Holder  thereof of this Class B Warrant,  deliver

                                       12
<PAGE>

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 such Class B Warrant.  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 hereunder and shall
cease, except the right, if any, to receive payment of the Redemption Price.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its officers,  thereunto duly  authorized  this [ ] day of ________,
200__.

                                   Sungame Corporation



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






























                                       13


<PAGE>
                                   SCHEDULE A

                                SUBSCRIPTION FORM

Date:  _________________, _______


Sungame Corporation - Attn:  President

Ladies and Gentlemen:

         The undersigned hereby elects to exercise the Class B Warrant issued to
it by Sungame Corporation ("COMPANY") and dated ______ ___ ____, ("WARRANT") and
to purchase thereunder  __________________________________  shares of the Common
Stock of the  Company  ("SHARES")  at a purchase  price of two dollars and fifty
cents  ($2.50) per Share or an aggregate  purchase  price of  __________________
________________ Dollars ($__________) ("EXERCISE PRICE").

         Pursuant to the terms of the Warrant, the undersigned has delivered the
Exercise Price herewith in full in cash or by certified check or wire transfer.

                                                     Very truly yours,




















<PAGE>

                                   ASSIGNMENT

                          To Be Executed by the Holder
                           in Order to Assign 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 Class B Warrant
Certificate,     and    hereby    irrevocably     constitutes    and    appoints
_________________________________________  Attorney  to  transfer  this  Class B
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  CLASS B  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.