<PAGE>


THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER FEDERAL OR
APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO
EXEMPTIONS CONTAINED IN SAID LAWS. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT") OR (2) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IT THAT NO VIOLATION OF THE SECURITIES ACT OR
SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER; PROVIDED THAT IN THE EVENT
SUCH SECURITIES ARE TRANSFERRED PURSUANT TO RULE 144, OR ANY SUCCESSOR RULE,
UNDER THE SECURITIES ACT, NO SUCH OPINION SHALL BE REQUIRED UNLESS REQUESTED IN
WRITING BY THE TRANSFER AGENT OF SUCH SECURITIES. THE SECURITIES EVIDENCED
HEREBY ARE SUBJECT TO THE TERMS OF A CERTAIN SECURITIES PURCHASE AGREEMENT
PROVIDING, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON TRANSFER WITHOUT THE
CONSENT OF THE COMPANY. A COPY OF SUCH SECURITIES PURCHASE AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.


                                     WARRANT

                                       TO

                              PURCHASE COMMON STOCK

                                       OF

                            RAKO CAPITAL CORPORATION

         This certifies that, for good and valuable consideration, Rako Capital
Corporation, a Nevada corporation (the "Company"), grants to Stanford Venture
Capital Holdings, Inc.. or its registered assigns (the "Warrantholder"), the
right to subscribe for and purchase from the Company the number of duly
authorized and validly issued fully paid and non-assessable shares of common
stock, par value $0.001 per share, of the Company (the "Common Stock") set forth
in Subsection 1.1 at the Exercise Price (as defined in Subsection 1.2). This
Warrant shall be exercisable at any time, and from time to time, from and after
the date hereof (the "Initial Exercise Date") to and including 5:00 P.M.,
Central Standard Time on the date that is five years after the Initial Exercise
Date (the "Expiration Date"). The Exercise Price and the number of Warrant
Shares are subject to adjustment from time to time as provided in Section 6.

SECTION 1.        NUMBER OF WARRANT SHARES; EXERCISE PRICE.

         1.1. NUMBER OF WARRANT SHARES. The Warrantholder shall initially have
the right to subscribe for and purchase hereunder 210,330 shares of Common Stock
(the "Warrant Shares"). The number of Warrant Shares that the Warrantholder
shall have the right to subscribe for and purchase from the Company is subject
to adjustment as provided in Section 6.


<PAGE>


         1.2. EXERCISE PRICE. The exercise price per Warrant Share shall be
$2.50, subject to adjustment as provided in Section 6 (the "Exercise Price").


SECTION 2.  DURATION AND EXERCISE OF WARRANT; LIMITATION ON EXERCISE; TAXES;
            TRANSFER; DIVISIBILITY.

         2.1. DURATION AND EXERCISE OF WARRANT. This Warrant is immediately
exercisable on the Initial Exercise Date and may be exercised, in whole or in
part, at any time and from time to time from and after the Initial Exercise Date
to the Expiration Date. The rights represented by this Warrant may be exercised
by the Warrantholder of record, in whole or in part, from time to time, by (a)
surrender of this Warrant, accompanied by the Exercise Form annexed hereto (the
"Exercise Form") duly executed by the Warrantholder of record and specifying the
number of Warrants Shares to be purchased to the Company at the office of the
Company located at Two North College Avenue, Fayetteville, AR 72701, Attention:
Lisa Trammell (or such other office or agency of the Company as it may designate
by notice to the Warrantholder at the address of such Warrantholder appearing on
the books of the Company), during normal business hours on any day (a "Business
Day") other than a Saturday, Sunday or a day on which the New York Stock
Exchange is authorized to close (a "Nonbusiness Day"), or after 9:00 A.M.
Central Standard Time on the Initial Exercise Date, but not later than 5:00 P.M.
Central Standard Time on the Expiration Date (or 5:00 P.M. on the next
succeeding Business Day, if the Expiration Date is a Nonbusiness Day), (b)
payment of the Exercise Price by delivery to the Company of (i) cash or
certified or official bank check in New York Clearing House Funds, of an amount
equal to the Exercise Price for the number of Warrant Shares specified in the
Exercise Form, and/or (ii) notice that the Warrantholder elects to effect a
cashless exercise as contemplated by Subsection 2.6, and (c) such documentation
as to the identity and authority of the Warrantholder as the Company may
reasonably request. Such Warrant Shares shall be deemed by the Company to be
issued to the Warrantholder as the record holder of such Warrant Shares as of
the close of business on the date on which this Warrant shall have been
surrendered and payment made for the Warrant Shares as aforesaid. Certificates
for the Warrant Shares specified in the Exercise Form shall be delivered to the
Warrantholder as promptly as practicable, and in any event within ten (10)
Business Days, thereafter. The stock certificates so delivered shall be in
denominations as may be specified by the Warrantholder and shall be issued in
the name of the Warrantholder or, if permitted by Subsection 2.4 and in
accordance with the provisions thereof, such other name as shall be designated
in the Exercise Form. If this Warrant shall have been exercised only in part,
the Company shall, at the time of delivery of the certificates for the Warrant
Shares, deliver to the Warrantholder a new Warrant evidencing the rights to
purchase the remaining Warrant Shares, which new Warrant shall in all other
respects be identical with this Warrant. No adjustments or payments shall be
made on or in respect of Warrant Shares issuable on the exercise of this Warrant
for any cash dividends paid or payable to holders of record of Common Stock
prior to the date as of which the Warrantholder shall be deemed to be the record
holder of such Warrant Shares.

         2.2. LIMITATION ON EXERCISE. If this Warrant is not exercised prior to
5:00 P.M. Central Standard Time on the Expiration Date (or the next succeeding
Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant, or any
new Warrant issued pursuant to Subsection 2.1, shall cease to be exercisable and
shall become void, and all rights of the Warrantholder hereunder shall cease.



                                      -2-
<PAGE>


         2.3. PAYMENT OF TAXES. The issuance of certificates for Warrant Shares
shall be made without charge to the Warrantholder for any stock transfer or
other issuance tax in respect thereto; provided, however, that the Warrantholder
shall be required to pay any and all taxes which may be payable in respect of
any transfer involved in the issuance and delivery of any certificates for
Warrant Shares in a name other than that of the then Warrantholder as reflected
upon the books of the Company.

         2.4. RESTRICTIONS ON TRANSFER. Other than transfers to Affiliates (as
that term is defined in the Company's Stockholders Agreement), neither this
Warrant nor any of the Warrant Shares may be transferred or sold, in whole or in
part, without the prior written consent of the Company and except in compliance
with applicable United States federal and state securities laws. Subject to the
foregoing, this Warrant and all rights hereunder are transferable, in whole or
in part, by the Warrantholder and any such transfer is registrable at the office
of the Company referred to in Subsection 7.5(a) by the Warrantholder in person
or by its duly authorized attorney, upon surrender of this Warrant in accordance
with Section 4. The Company may not transfer or assign any of its rights or
obligations under this Warrant, or any portion thereof.

         2.5. DIVISIBILITY OF WARRANT. This Warrant may be divided into multiple
warrants upon surrender at the office of the Company referred to in Subsection
7.5(a) on any Business Day, without charge to the Warrantholder.

         2.6. CASHLESS EXERCISE. At the option of the Warrantholder, the
Warrantholder may exercise this Warrant, without a cash payment of the Exercise
Price, through a reduction in the number of Warrant Shares issuable upon the
exercise of the Warrant. Such reduction may be effected by designating that the
number of the shares of Common Stock issuable to the Warrantholder upon such
exercise shall be reduced by the number of shares having an aggregate Fair
Market Value as of the date of exercise equal to the amount of the total
Exercise Price for such exercise. For purposes of this Warrant, the "Fair Market
Value" of the Common Stock on any date in question shall be the average closing
sale price of the Common Stock on the principal stock exchange, stock market or
quotation market on which the Common Stock is traded for the thirty (30)
Business Days immediately preceding such date, as quoted in The Wall Street
Journal or other nationally recognized, reputable publication. If the Common
Stock is not listed or qualified for trading or quotation on a stock exchange or
stock market or national quotation system at such time, then the Fair Market
Value shall be determined using such method as the Warrantholder and the Company
shall agree. In connection with any cashless exercise, no cash or other
consideration will be paid by the Warrantholder in connection with such exercise
other than the surrender of the Warrant itself, and no commission or other
remuneration will be paid or given by the Warrantholder or the Company in
connection with such exercise.


SECTION 3.  RESERVATION OF SHARES.

         All Warrant Shares issued upon the exercise of the rights represented
by this Warrant, upon issuance and payment of the Exercise Price in accordance
with the terms of this Warrant, shall be validly issued, fully paid and
non-assessable and free from all taxes, liens, security interests, charges and
other encumbrances with respect to the issuance thereof other than taxes in
respect of any transfer occurring contemporaneously with such issuance. The
issuance of the


                                      -3-
<PAGE>


Warrant Shares pursuant hereto will not be subject to, and will not violate, any
preemptive or similar rights. During the period within which this Warrant may be
exercised, the Company shall at all times have authorized and reserved, and keep
available and free from preemptive or similar rights, a sufficient number of
shares of Common Stock to provide for the exercise of this Warrant and of all
other options or rights to purchase or subscribe for Common Stock and the
conversion or exchange of all convertible or exchangeable securities of the
Company.


SECTION 4.  EXCHANGE, LOSS OR DESTRUCTION OF WARRANT.

         If permitted by Subsection 2.4 or 2.5, upon surrender of this Warrant
to the Company with a duly executed instrument of assignment and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant of like tenor in the name of the assignee named in
such instrument of assignment and this Warrant shall promptly be canceled. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, the Company will execute and
deliver a new Warrant of like tenor.


SECTION 5.  OWNERSHIP OF WARRANT.

         The Company may deem and treat the person or entity in whose name this
Warrant is registered as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer as provided in
Subsections 2.1 and 2.5 or in Section 4.


SECTION 6.  CERTAIN ADJUSTMENTS.

         The Exercise Price at which Warrant Shares may be purchased hereunder
and the number of Warrant Shares to be purchased upon exercise hereof are
subject to change or adjustment as follows:

         6.1. NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares or the
Exercise Price of such Warrant Shares is adjusted, as herein provided, the
Company shall promptly send by first class mail, postage prepaid, to the
Warrantholder, notice of such adjustment.

         6.2. PRESERVATION OF PURCHASE RIGHTS UPON MERGER, CONSOLIDATION. In
case of any consolidation of the Company with or merger of the Company with or
into another entity or in case of any sale, transfer or lease to another entity
of all or substantially all the assets or stock of the Company, the
Warrantholder shall have the right thereafter upon payment of the Exercise Price
in effect immediately prior to such action to receive upon exercise of this
Warrant the kind and amount of shares and other securities and property which
such holder would have been entitled to receive after the happening of such
consolidation, merger, sale, transfer or lease had this Warrant been exercised
immediately prior to such action, and the Company or such successor or
purchasing entity, as the case may be, shall execute with the Warrantholder an
agreement to that effect. Such agreement shall provide for


                                      -4-
<PAGE>


adjustments, which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 6. The provisions of this Subsection
6.2 shall apply similarly to successive consolidations, mergers, sales,
transfers or leases.

       6.3.  ADJUSTMENTS.

             (a)  Stock Dividends, Distributions or Subdivisions. In the event
                  the Company at any time or from time after the date hereof
                  shall issue additional shares of Common Stock pursuant to a
                  stock dividend, stock distribution, subdivision, share split
                  or reclassification, then, and in each such case, concurrently
                  with the effectiveness of such event, the Exercise Price in
                  effect immediately prior to such event shall be
                  proportionately decreased with the number of Warrant Shares
                  purchasable upon exercise of this Warrant immediately prior to
                  such event shall be proportionately increased.

             (b)  Combinations or Consolidations. In the event the outstanding
                  shares of Common Stock shall be combined or consolidated, by
                  reclassification, reverse split or otherwise, into a lesser
                  number of shares of Common Stock, concurrently with the
                  effectiveness of such event, the Exercise Price in effect
                  immediately prior to such event shall be proportionately
                  increased and the number of Warrant Shares purchasable upon
                  exercise of this Warrant immediately prior to such event shall
                  be proportionately decreased.

             (c)  Issuance of Additional Shares of Common Stock.

                  (i)    In the event the Company at any time or from time to
                         time after the date hereof shall issue or sell
                         Additional Shares (as defined below) without
                         consideration or for a consideration per share less
                         than the Exercise Price in effect immediately prior to
                         the issuance, then the Exercise Price shall be reduced
                         to the price at which such Additional Shares are
                         issued. The total number of shares of Common Stock to
                         be purchased under the Warrant shall be increased by
                         dividing the new Exercise Price into the aggregate
                         exercise amount of the Warrant prior to the lowering of
                         the Exercise Price.

                  (ii)   In the event the Company shall issue Additional Shares
                         for a consideration per share less than the Fair Market
                         Value of the Common Stock as of the date of such
                         issuance, but greater than the Exercise Price in effect
                         immediately prior to the issuance, then the Exercise
                         Price shall be reduced (but in no event increased) to
                         the amount determined by multiplying such Exercise
                         Price by a fraction:


                                      -5-
<PAGE>


                         (A)  the numerator of which is the number of shares of
                              Common Stock outstanding immediately prior to the
                              issuance of such Additional Shares plus the number
                              of shares of Common Stock that the aggregate
                              consideration, if any, received by the Company for
                              the Additional Shares so issued would purchase at
                              a price equal to the Fair Market Value of the
                              Common Stock as of the date of issuance; and

                         (B)  the denominator of which is the number of shares
                              of Common Stock outstanding immediately prior to
                              the issuance of such Additional Shares plus the
                              number of Additional Shares so issued. The total
                              number of shares of Common Stock to be purchased
                              under the Warrant shall be increased by dividing
                              the new Exercise Price into the aggregate exercise
                              amount of the Warrant prior to the lowering of the
                              Exercise Price.

                  (iii)  If the Company issues Common Stock for a consideration
                         in whole or in part other than cash, the consideration
                         other than cash shall be deemed to be the fair value
                         thereof as determined by mutual agreement of the
                         Warrantholder and the Company.

                  (iv)   If the Company issues options or rights to purchase or
                         subscribe for Common Stock, securities convertible into
                         or exchangeable for Common Stock or options or rights
                         to purchase or subscribe for such convertible or
                         exchangeable securities, the following provisions shall
                         apply for all purposes of calculating the number of
                         shares of Common Stock outstanding under this
                         Subsection 6.3 upon the Exercise of the Warrants:

                         (A)  The aggregate maximum number of shares of Common
                              Stock deliverable upon exercise (assuming the
                              satisfaction of any conditions to exercisability
                              including, without limitation, the passage of
                              time, but without taking into account potential
                              antidilution adjustments) of such options or
                              rights to purchase or subscribe for Common Stock
                              shall be deemed to have been issued at the time
                              such options or rights were issued and for a
                              consideration equal to the consideration, if any,
                              received by the Company upon the issuance of such
                              options or rights plus the exercise price provided
                              in such options or rights (without taking into
                              account potential antidilution adjustments) for
                              the Common Stock covered thereby.

                         (B)  The aggregate maximum number of shares of Common
                              Stock deliverable upon conversion of or in
                              exchange


                                      -6-
<PAGE>


                              (assuming the satisfaction of any conditions to
                              convertibility or exchangeability, including,
                              without limitation, the passage of time, but
                              without taking into account potential antidilution
                              adjustments) for any such convertible or
                              exchangeable securities, or options or rights to
                              purchase or subscribe therefore, shall be deemed
                              to have been issued at the time such securities
                              were issued or such options or rights were issued
                              and for consideration equal to the consideration,
                              if any, received by the Company for any such
                              securities and related options or rights
                              (excluding any cash received on account of accrued
                              interest or accrued dividends), plus the
                              additional consideration, if any, to be received
                              by the Company (without taking into account
                              potential antidilution adjustments) upon the
                              conversion or exchange of such securities or the
                              exercise of any related options or rights.

                         (C)  In the event of any change in the number of shares
                              of Common Stock deliverable or in the
                              consideration payable to the Company upon exercise
                              of such options or rights or upon conversion of or
                              in exchange for such convertible or exchangeable
                              securities, including, but not limited to, a
                              change resulting from the antidilution provisions
                              thereof, the Exercise Price, to the extent
                              previously adjusted upon the issuance of such
                              options, rights or securities, shall be readjusted
                              to reflect such change, but no further adjustment
                              shall be made for the actual issuance of Common
                              Stock or any payment of such consideration upon
                              the exercise of any such options or rights or the
                              conversion or exchange of such securities.

                         (D)  Upon the expiration of any such options or rights,
                              the termination of any such rights to convert or
                              exchange or the expiration of any options or
                              rights related to such convertible or exchangeable
                              securities, the Exercise Price, to the extent
                              previously adjusted upon the issuance of such
                              options, rights or securities or options or rights
                              related to such securities, shall be readjusted to
                              reflect the issuance of only the number of shares
                              of Common Stock (and convertible or exchangeable
                              securities which remain in effect) actually issued
                              upon the exercise of such options or rights, upon
                              the conversion or exchange of such securities or
                              upon the exercise of the options or rights related
                              to such securities.


                                      -7-
<PAGE>


                         (E)  The number of shares of Common Stock deemed issued
                              and the consideration deemed paid therefore
                              pursuant to Subsections 6.3(c)(iv)(A) and (B)
                              shall be appropriately adjusted to reflect any
                              change, termination or expiration of the type
                              described in either Subsection 6.3(c)(iv)(C) or
                              (D).

                         (F)  Notwithstanding the foregoing provisions of this
                              Subsection 6.3(c)(iv), the adjustments required by
                              this Subsection 6.3 with respect to the issuance
                              of options under employee benefit plans of the
                              Company shall be made, in the aggregate, only
                              after the Warrantholder has notified the Company
                              that it intends to exercise this Warrant, in whole
                              or in part, at which time the required adjustments
                              shall be made with respect to all such options
                              that shall have been issued on or prior to the
                              date of such notice and remain outstanding (it
                              being understood that if any such options are
                              actually exercised prior thereto, the appropriate
                              adjustments, if any, shall be made pursuant to the
                              applicable provision of this subsection 6.3(c) at
                              the time of exercise).

                  (v)    "Additional Shares" shall mean any shares of Common
                         Stock issued (or deemed to have been issued as
                         contemplated by Subsection 6.3(c)(iv)) by the Company
                         on or after the date of this Warrant other than (i) the
                         Common Stock issued upon exercise of the Warrants, (ii)
                         the issuance and sale of, or the grant of options to
                         purchase up to 500,000 shares (subject to adjustment in
                         accordance with Section 6.3(a) or (b)) of Common Stock,
                         after the date of this Warrant, to employees, directors
                         or officers of, or bona fide consultants to, the
                         Company pursuant to stock plans or options or
                         agreements adopted or approved by the Company's Board
                         of Directors, and (iii) Common Stock issued pursuant to
                         the exercise of any stock option, warrant or other
                         right to purchase Common Stock outstanding on the date
                         of this Warrant.

                  (vi)   "Warrants" shall mean the warrants to purchase shares
                         of Common Stock issued by the Company pursuant to the
                         Securities Purchase Agreement (as defined below).


SECTION 7. MISCELLANEOUS.

         7.1. ENTIRE AGREEMENT. This Warrant was issued pursuant to the terms
and conditions of a certain Securities Purchase Agreement, of even date
herewith, by and between the Company and the Warrantholder (the "Securities
Purchase Agreement"). This Warrant, the Registration Rights Agreement and the
Securities Purchase Agreement constitute the entire agreement between the
Company and the Warrantholder with respect to this Warrant and the Warrant
Shares.


                                      -8-
<PAGE>


         7.2. BINDING EFFECTS; BENEFITS. This Warrant shall inure to the benefit
of and shall be binding upon the Company, the Warrantholder, and each of their
respective heirs, legal representatives, successors and assigns. Nothing in this
Warrant, expressed or implied, is intended to or shall confer on any person
entity other than the Company, the Warrantholder, and each of their respective
heirs, legal representatives, successors or assigns, any rights, remedies,
obligations or liabilities under or by reason of this Warrant.

         7.3 TRANSFER RESTRICTIONS; ASSIGNMENT. Except as otherwise provided
herein, this Warrant may not be transferred, in whole or in part, without the
prior written consent of the Company, which may be given or withheld in the
Company's sole discretion.

         7.4. AMENDMENTS. This Warrant may not be modified or amended except by
a written instrument signed by the Company and the Warrantholder.

         7.3. SECTION AND OTHER HEADINGS. The section and other headings
contained in this Warrant are for reference purposes only and shall not be
deemed to be a part of this Warrant or to affect the meaning or interpretation
of this Warrant.

         7.4. FURTHER ASSURANCES. Each of the Company and the Warrantholder
shall do and perform all such further acts and things and execute and deliver
all such other certificates, instruments and/or documents as any party hereto
may reasonably request in connection with the performance of the provisions of
this Warrant.

         7.5. NOTICES. All demands, requests, notices, and other communications
required or permitted to be given under this Warrant shall be in writing and
shall be deemed to have been duly given if delivered personally, sent by
confirmed facsimile or sent by United States certified or registered first class
mail, postage prepaid, to the parties hereto at the following addresses or at
such other address as any party hereto shall hereafter specify by notice to the
other party hereto:

         (a)   if to the Company, addressed to:

               Rako Capital Corporation
               Two North College Avenue
               Fayetteville, AR 72701
               Attention:  Lisa Trammell
               Telephone No.:  (479) 684-2700
               Facsimile No.:  (479) 684-2799

         (b)   If to the Warrantholder or any other holder, addressed to the
               address of such person appearing on the books of the Company.

Except as otherwise provided herein, all such demands, requests, notices and
other communications shall be deemed to have been received on the date of
personal delivery thereof, the sending of confirmed facsimile thereof or on the
third Business Day after the mailing thereof.


                                      -9-
<PAGE>


         7.6. SEPARABILITY. Any term or provision of this Warrant which is
invalid or unenforceable in any jurisdiction shall be ineffective in such
jurisdiction to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable any other term or provision of this Warrant
or affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.

         7.7. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Warrantholder an amount in cash equal to such fraction
multiplied by the Fair Market Value of a share of Common Stock as of the date of
such exercise.

         7.8. GOVERNING LAW; CONSENT TO JURISDICTION. This Warrant shall be
governed by, and construed in accordance with, the laws of the State of New York
(without giving effect to any choice or conflict of law provisions). Each of the
parties hereby irrevocably and unconditionally submits to the jurisdiction of
the courts of the State of New York and of the federal courts sitting in the
State of New York in all actions or proceedings arising out of or relating to
this Warrant. Each of the parties agrees that all actions or proceedings arising
out of or relating to this Warrant must be litigated exclusively in any state or
federal court in the City of New York, and accordingly, each party irrevocably
waives any objection which it may now or hereafter have to the laying of the
venue of any such litigation in any such court. Each of the parties hereby
irrevocably and unconditionally waives its right to a jury trial in any action
arising out of or relating to this Warrant.

         7.9. EQUITABLE RELIEF. The Company recognizes that, in the event the
Company fails to perform, observe or discharge any of its obligations or
liabilities under this Warrant, any remedy of law may prove to be inadequate
relief to the Warrantholder or any other holder, and therefore, the Company
agrees that the Warrantholder or any other holder, if it so requests, shall be
entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages, in addition to any other remedies that
may be available to it at law or in equity.

         7.10. EXPENSES AND ATTORNEYS' FEES. If, at any time or times, whether
prior or subsequent to the date hereof, the Warrantholder employs counsel for
advice or other representation or incurs reasonable legal and/or other costs and
expenses in connection with:

          (a)   the amendment, waiver or modification of any provision of this
                Warrant;

          (b)   any litigation, contest, dispute, suite, proceeding or action
                (whether instituted by the Warrantholder, the Company or any
                other person) in any way relating to this Warrant, unless a
                court of competent jurisdiction finds in favor of the Company
                as the prevailing party, and awards court costs and attorneys'
                fees to the Company as such prevailing party; or


                                      -10-
<PAGE>


          (c)   any attempt to enforce any rights of the Warrantholder against
                the Company or any other person that may be obligated to the
                Warrantholder by virtue of this Warrant in accordance with the
                terms of this Warrant;

then, in any such event, the reasonable attorneys' fees arising from such
services and all reasonable expenses, costs, charges, and fees of counsel or of
the Warrantholder in any way or respect arising in connection with or relating
to any of the events or actions described in this subsection shall be payable on
demand by the Company, to the Warrantholder.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -11-
<PAGE>



         IN WITNESS WHEREOF, the Company and the Warrantholder have caused this
Warrant to be signed by their duly authorized officers as of the 7th day of
February, 2003.


                                      RAKO CAPITAL CORPORATION


                                      By: /s/ Gary Fuchs
                                          -------------------------------------
                                            Gary Fuchs, Chief Executive Officer


                                      WARRANTHOLDER
                                      Stanford Venture Capital Holdings, Inc.

                                      By: /s/ James M. Davis
                                          -------------------------------------
                                            James M. Davis, President





                                      -12-
<PAGE>


                            RAKO CAPITAL CORPORATION

                              WARRANT EXERCISE FORM

                     (To be executed upon exercise Warrant)

         The undersigned, the record holder of this Warrant, hereby irrevocably
elects to exercise the right, represented by this Warrant, to purchase _________
of the Warrant Shares and herewith pays the Exercise Price in accordance with
the terms of this Warrant by (check applicable boxes):

         [ ]  tendering payment for such Warrant Shares to the order of RAKO
CAPITAL CORPORATION in the amount of $______________.

         [ ]  surrendering the undersigned's purchase rights with respect to
______ Warrant Shares, having an aggregate Fair Market Value as of the date of
this exercise of $________________, which equals or exceeds the aggregate
Exercise Price of the Warrant Shares being purchased, as permitted by subsection
2.6 of the Warrant. (The Company shall refund to the Warrantholder in cash any
such excess value, not to exceed 99.9% of the Fair Market Value of one share of
Common Stock).

         The undersigned requests that a certificate for the Warrant Shares
being purchased be registered in the name of ________________ and that such
certificate be delivered to _____________.



Date _____________                            Signature ________________________




<PAGE>


                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
all of the rights of the undersigned under the within Warrant, with respect to
the number of shares of Common Stock covered thereby set forth below, to:

         Name of Assignee           Address          No. of Shares
         ---------------------------------------------------------








and hereby irrevocable constitutes and appoints ________________ as agent and
attorney-in-fact to transfer said Warrant on the books of Rako Capital
Corporation, with full power of substitution in the premises.


Dated ____________________


In the presence of


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

                                           Name: ____________________________

                                           Signature: _______________________
                                           Title of Signing Offer or Agent
                                           (if any):


                                           Address: _________________________

                                                    _________________________


                                           Note: The above signature should
                                           correspond with the name on the face
                                           of the within Warrant.