URBAN COOL NETWORK, INC.

                     KASHNER DAVIDSON SECURITIES CORPORATION
                 (on behalf of the underwriters of the offering)

                                  UNDERWRITERS'

                                WARRANT AGREEMENT

            UNDERWRITER'S WARRANT AGREEMENT dated as of June , 2000 by and among
URBAN COOL  NETWORK,  INC.  (the  "Company")  and  KASHNER  DAVIDSON  SECURITIES
CORPORATION ("Underwriter" or "Kashner") (Kashner and the other Underwriters for
whom Kashner is acting as  representative  are  collectively  referred to as the
("Underwriters").

                              W I T N E S S E T H:

      WHEREAS,  the  Company  proposes  to  issue  to the  Underwriters  200,000
warrants  (each a  "Underwriters'  Warrant")  each to  purchase  a share  of the
Company's common stock, par value $.01 per share (the "Common Stock").

      WHEREAS,  the  Underwriter  have  agreed,  pursuant  to  the  underwriting
agreement (the  "Underwriting  Agreement") dated June , 2000, by and between the
Underwriter and the Company,  to act as the  Underwriters in connection with the
Company's  proposed public offering (the "Public  Offering") of 2,000,000 shares
of Common Stock (the "Offering Securities"); and

      WHEREAS,  the  Underwriters'  Warrants  to  be  issued  pursuant  to  this
Agreement  will be issued on  Closing  Date I (as such  term is  defined  in the
Underwriting Agreement) by the Company to the Underwriters in consideration for,
and  as  part  of,  the  Underwriters'   compensation  in  connection  with  the
Underwriters' acting as the Underwriters pursuant to the Underwriting Agreement;

      NOW,  THEREFORE,  in  consideration  of the  premises,  the payment by the
Underwriter to the Company of Ten Dollars  ($10.00),  the agreements  herein set
forth and other good and valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

      1. Grant. The Holder (as defined in Section 3 below) is hereby granted the
right to purchase,  at any time from June , 2001 until 5:00 p.m., New York time,
June , 2005, up to 200,000 shares of Common Stock, at an initial  purchase price
(subject to adjustment as provided in Section 8 hereof) of $ per share of Common
Stock (150% of the per share public  offering  price),  subject to the terms and
conditions of this  Agreement.  The  securities  issuable,  upon exercise of the
Underwriters'  Warrant are  sometimes  referred to herein as the  "Underwriters'
Securities."

      2.  Warrant  Certificates.  The warrant  certificate  (the  "Underwriters'
Warrant Certificate") to be delivered pursuant to this Agreement shall be in the
form set forth in Exhibit A attached  hereto and made a part  hereof,  with such
appropriate  insertions,  omissions,  substitutions,  and  other  variations  as
required or permitted by this Agreement.

      3. Exercise of Underwriters' Warrant.


<PAGE>

            (a) The  Underwriters'  Warrant is  exercisable  during the term set
forth in Section 1 hereof payable by certified or cashier's check or money order
in lawful money of the United States.  Upon surrender of  Underwriters'  Warrant
Certificate  with the  annexed  Form of  Election  to  Purchase  duly  executed,
together  with payment of the Purchase  Price (as  hereinafter  defined) for the
Underwriters'  Securities (and such other amounts,  if any,  arising pursuant to
Section 4 hereof) at the Company's  principal office  currently  located at 1401
Elm 344  Route  46,  Rockaway,  New  Jersey  07866  the  registered  holder of a
Underwriters'  Warrant Certificate  ("Holder" or "Holders") shall be entitled to
receive a  certificate  or  certificates  for the  Underwriters'  Securities  so
purchased.  The  purchase  rights  represented  by  each  Underwriters'  Warrant
Certificate are exercisable at the option of the Holder or Holders  thereof,  in
whole or in part as to Underwriters'  Securities.  The Underwriters' Warrant may
be  exercised  to  purchase  all or any  part  of the  Underwriters'  Securities
represented  thereby.  In  the  case  of the  purchase  of  less  than  all  the
Underwriters'  Securities  purchasable  on the  exercise  of  the  Underwriters'
Warrant represented by a Underwriters'  Warrant  Certificate,  the Company shall
cancel  the  Underwriters'  Warrant  Certificate  represented  thereby  upon the
surrender  thereof and shall  execute and  deliver a new  Underwriters'  Warrant
Certificate  of like  tenor  for the  balance  of the  Underwriters'  Securities
purchasable thereunder.

            (b)  In  lieu  of  the   payment  of  cash  upon   exercise  of  the
Underwriters'  Warrant as provided in Section 3(a),  the Holder may exercise the
Underwriters'  Warrant by surrendering the Underwriters'  Warrant Certificate at
the principal  office of the Company,  accompanied  by a notice  stating (i) the
Holder's intent to effect such exercise by an exchange,  (ii) Common Stock to be
issued  upon  the  exchange,  (iii)  whether  Underwriters'  Warrants  are to be
surrendered  in  connection  with the  exchange,  and (iv) the date on which the
Holder  requests  that such  exchange is to occur.  The  Purchase  Price for the
Underwriters'  Securities  to be acquired in the  exchange  shall be paid by the
surrender  as  indicated  in the notice,  of  Underwriters'  Warrants,  having a
"Value",  as defined  below,  equal to the  Purchase  Price.  "Value" as to each
Underwriters'  Warrant shall mean the difference  between the "Market Price", as
hereinafter  defined, of a share of Common Stock and the then Purchase Price for
a share of Common Stock.

            By way of example of the application of the formula, assume that the
Market  Price  of  the  Common  Stock  is  $8.00,  the  Purchase  Price  of  the
Underwriters'   Warrant  is  $6.00.  On  such   assumptions,   the  Value  of  a
Underwriters'  Warrant  is $2.00  ($8.00-$6.00)  and  therefore  for each  three
Underwriters' Warrants surrendered, the Holder could acquire one share of Common
Stock in the  exchange.  Notwithstanding  the  example,  the Holder shall not be
limited to exchanging Underwriters' Warrants for Common Stock.

      The Warrant  Exchange shall take place on the date specified in the notice
or if the date the  notice is  received  by the  Company  is later than the date
specified in the notice, on the date the notice is received by the Company.

      4.  Issuance  of  Certificates.  Upon the  exercise  of the  Underwriters'
Warrant and payment of the Purchase Price therefor, the issuance of certificates
representing the  Underwriters'  Securities or other  securities,  properties or
rights underlying such  Underwriters'  Warrant,  shall be made forthwith (and in
any event within five (5) business days  thereafter)  without  further charge to


                                       2
<PAGE>

the Holder thereof,  and such  certificates  shall (subject to the provisions of
Sections  5 and 7 hereof)  be issued in the name of, or in such  names as may be
directed by, the Holder 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 such  certificates  in a name other
than that of the  Holder,  and the  Company  shall not be  required  to issue or
deliver such certificates  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
The  Underwriters'  Warrant  Certificates and the certificates  representing the
Underwriters'  Securities  or other  securities,  property  or  rights  (if such
property or rights are represented by certificates)  shall be executed on behalf
of the Company by the manual or facsimile signature of the then present Chairman
or Vice Chairman of the Board of Directors or President or Vice President of the
Company,  attested to by the manual or  facsimile  signature of the then present
Secretary  or Assistant  Secretary  or  Treasurer or Assistant  Treasurer of the
Company.  The  Underwriters'  Warrant  Certificates  shall be dated  the date of
issuance thereof by the Company upon initial issuance, transfer or exchange.

      5.  Restriction  On Transfer of  Underwriters'  Warrant.  The Holder of an
Underwriters'  Warrant  Certificate  (and its Permitted  Transferee,  as defined
below), by its acceptance  thereof,  covenants and agrees that the Underwriters'
Warrant may be sold, transferred,  assigned,  hypothecated or otherwise disposed
of, in whole or in part,  until June 21, 2000 (one year  following the effective
date of the Public Offering), only to officers and partners of the Underwriters,
or any Public Offering  selling group member and their  respective  officers and
partners, ("Permitted Transferees"). Thereafter the Underwriters' Warrant may be
transferred,  assigned, hypothecated or otherwise disposed of in compliance with
applicable law.

      6. Purchase Price.

            (a)  Initial  and  Adjusted  Purchase  Price.  Except  as  otherwise
provided in Section 8 hereof,  the initial  purchase price of the  Underwriters'
Securities  shall be $11.55  per share of  Common  Stock  (165% of the per share
public  offering  price).  The adjusted  purchase price shall be the price which
shall  result  from time to time  from any and all  adjustments  of the  initial
purchase price in accordance with the provisions of Section 8 hereof.

                  (b) Purchase  Price.  The term  "Purchase  Price" herein shall
mean the initial purchase price or the adjusted  purchase price,  depending upon
the context.

      7. Registration Rights.

            (a)  Registration  Under  the  Securities  Act of  1933  as  amended
("Act").  The Underwriters'  Warrant may have not been registered under the Act.
The Underwriters' Warrant Certificates may bear the following legend:

            "The  securities  represented  by this  certificate  have  not  been
registered under the Securities Act of 1933 (the "Act"),  and may not be offered
for sale or sold except  pursuant  to (i) an  effective  registration  statement
under the Act, or (ii) an opinion of counsel,  if such opinion and


                                       3
<PAGE>

counsel  shall be  reasonably  satisfactory  to counsel to the  issuer,  that an
exemption from registration under the Act is available".

                  (b) Demand  Registration.  (1) At any time  commencing  on the
first anniversary of and expiring on the fifth anniversary of the effective date
of the Company's  Registration  Statement  relating to the Public  Offering (the
"Effective  Date"),  the  Holders  of a Majority  (as  hereinafter  defined)  in
interest  of the  Underwriters'  Warrant,  or the  Majority  in  interest of the
Underwriters'  Securities  (assuming  the  exercise of all of the  Underwriters'
Warrant) shall have the right,  exercisable by written notice to the Company, to
have the  Company  prepare  and  file  with the  U.S.  Securities  and  Exchange
Commission (the "Commission"),  on one (1) occasion, a registration statement on
Form SB-2, S-1 or other appropriate form, and such other documents,  including a
prospectus,  as may be  necessary in the opinion of both counsel for the Company
and counsel for the Holders,  in order to comply with the provisions of the Act,
so as to permit a public offering and sale, of the  Underwriters'  Securities by
such  Holders  and any other  Holders of the  Underwriters'  Warrant  and/or the
Underwriters'  Securities  who notify the Company  within  fifteen (15) business
days after receipt of the notice  described in Section  7(b)(2).  The Holders of
the  Underwriters'  Warrant  may demand  registration  prior to  exercising  the
Underwriters' Warrant, and may pay such exercise price from the proceeds of such
public offering.

      (2) The  Company  covenants  and  agrees  to give  written  notice  of any
registration  request  under  this  Section  7(b) by any  Holders  to all  other
registered Holders of the Underwriters' Warrant and the Underwriters' Securities
within  ten  (10)  calendar  days  from  the  date of the  receipt  of any  such
registration request.

      (3) For purposes of this  Agreement,  the term  "Majority" in reference to
the Holders of the Underwriters' Warrant or Underwriters' Securities, shall mean
in excess of fifty percent (50%) of the then outstanding  Underwriters'  Warrant
or Underwriters'  Securities that (i) are not held by the Company, an affiliate,
officer,  creditor,  employee  or  agent  thereof  or  any of  their  respective
affiliates,   members  of  their  family,  persons  acting  as  nominees  or  in
conjunction therewith,  or (ii) have not been resold to the public pursuant to a
registration statement filed with the Commission under the Act.

            (c)  Piggyback  Registration.  (1) If, at any time within the period
commencing on the first anniversary and expiring on the sixth anniversary of the
Effective  Date,  the Company  should  file a  registration  statement  with the
Commission  under  the Act  (other  than in  connection  with a merger  or other
business combination  transaction or pursuant to Form S-8), it will give written
notice at least  twenty  (20)  calendar  days  prior to the  filing of each such
registration  statement  to the  Underwriter  and to all  other  Holders  of the
Underwriters' Warrant and/or the Underwriters' Securities of its intention to do
so. If an Underwriter or other Holders of the  Underwriters'  Warrant and/or the
Underwriters'  Securities  notify the Company  within fifteen (15) calendar days
after  receipt  of any  such  notice  of its or  their  desire  to  include  any
Underwriters'  Securities in such proposed registration  statement,  the Company
shall  afford the  Underwriter  and such  Holders of the  Underwriters'  Warrant
and/or  Underwriters'  Securities the opportunity to have any such Underwriters'
Securities  registered under such registration  statement.  Notwithstanding  the
provisions  of this Section  7(c)(1) and the  provisions  of Section  7(d),  the
Company  shall  have the


                                       4
<PAGE>

right at any time after it shall  have given  written  notice  pursuant  to this
Section 7(c)(1)  (irrespective of whether a written request for inclusion of any
such  securities  shall have been  made) to elect not to file any such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the effective date thereof.

                  (2) If the  managing  underwriter  of an offering to which the
above  piggyback  rights apply,  in good faith and for valid  business  reasons,
objects to such rights, such objection shall preclude such inclusion.

                  (d) Covenants of the Company With Respect to Registration.  In
connection  with any  registrations  under  Sections  7(b) and 7(c) hereof,  the
Company covenants and agrees as follows:

                        (1) The  Company  shall use its best  efforts  to file a
registration statement within thirty (30) calendar days of receipt of any demand
therefor pursuant to Section 7(b); provided, however, that the Company shall not
be required to produce audited or unaudited financial  statements for any period
prior to the date such financial statements are required to be filed in a report
on Form 10-KSB or Form  10-QSB,  as the case may be. The  Company  shall use its
best  efforts  to have any  registration  statement  declared  effective  at the
earliest  possible  time,  and  shall  furnish  each  Holder  desiring  to  sell
Underwriters'  Securities  such number of  prospectuses  as shall  reasonably be
requested.

                        (2) The Company shall pay all costs  (excluding fees and
expenses of Holders'  counsel and any  underwriting  discounts or selling  fees,
expenses or commissions),  fees and expenses in connection with any registration
statement  filed  pursuant to Sections 7(b) and 7(c) hereof  including,  without
limitation, the Company's legal and accounting fees, printing expenses, blue sky
fees and expenses.

                        (3) The Company  will use its best efforts to qualify or
register the Underwriters'  Securities included in a registration  statement for
offering  and sale  under  the  securities  or blue sky laws of such  states  as
reasonably are requested by the Holders,  provided that the Company shall not be
obligated  to  execute or file any  general  consent to service of process or to
qualify  as a  foreign  corporation  to do  business  under the laws of any such
jurisdiction.

                        (4) The  Company  shall  indemnify  the  Holders  of the
Underwriters'  Securities to be sold pursuant to any registration  statement and
each person,  if any, who controls such Holders within the meaning of Section 15
of the  Act or  Section  20(a)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act"),  against  all  loss,  claim,  damage,   expense  or  liability
(including  all  expenses  reasonably  incurred in  investigating,  preparing or
defending  against any claim whatsoever) to which any of them may become subject
under the Act,  the Exchange Act or  otherwise,  arising from such  registration
statement,  but  only to the  same  extent  and  with  the  same  effect  as the
provisions pursuant to which the Company has agreed to indemnify the Underwriter
contained in Section 8 of the Underwriting Agreement.

                        (5) The Holders of the  Underwriters'  Securities  to be
sold pursuant


                                       5
<PAGE>

to a registration  statement,  and their successors and assigns, shall indemnify
the Company,  its officers and directors  and each person,  if any, who controls
the Company  within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss,  claim,  damage or expense or liability to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
from information  furnished by or on behalf of such Holders, or their successors
or assigns,  for specific  inclusion in such registration  statement to the same
extent and with the same effect as the provisions  contained in Section 8 of the
Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify
the Company.

                        (6)  Nothing   contained  in  this  Agreement  shall  be
construed as requiring the Holders to exercise their Underwriters' Warrant prior
to  the  initial  filing  of any  registration  statement  or the  effectiveness
thereof,   provided  that  such  Holders  have  made   arrangements   reasonably
satisfactory  to the Company to pay the exercise price from the proceeds of such
offering.

                        (7) The Company  shall furnish to each  Underwriter  for
the offering, if any, such documents as such Underwriter may reasonably require.

                        (8) The Company shall as soon as  practicable  after the
effective date of the registration statement,  and in any event within 15 months
thereafter,  make  "generally  available  to its security  holders"  (within the
meaning  of Rule 158 under the Act) an  earnings  statement  (which  need not be
audited)  complying  with  Section  11(a) of the Act and covering a period of at
least  12  consecutive   months  beginning  after  the  effective  date  of  the
registration statement.

                        (9) The Company  shall  deliver  promptly to each Holder
participating in the offering requesting the correspondence  described below and
any managing Underwriter copies of all correspondence between the Commission and
the Company, its counsel or auditors with respect to the registration  statement
and permit each Holder and Underwriter to do such investigation, upon reasonable
advance  notice,  with respect to  information  contained in or omitted from the
registration   statement  as  it  deems  reasonably  necessary  to  comply  with
applicable  securities  laws or rules of the National  Association of Securities
Dealers,  Inc.  ("NASD").  Such  investigation  shall  include  access to books,
records and properties and  opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as any such Holder shall reasonably request.

                        (10)  The  Company  shall  enter  into  an  underwriting
agreement  with the  managing  underwriter  selected  for such  underwriting  by
Holders  holding a Majority  of the  Underwriters'  Securities  requested  to be
included in such underwriting,  provided, however that such managing underwriter
shall be reasonably acceptable to the Company, except that in connection with an
offering for which the Holders have piggyback rights, the Company shall have the
sole right to select the managing underwriter or underwriters. Such underwriting
agreement shall be satisfactory in form and substance to the Company, a Majority
of such Holders (in respect of a registration  under Section 7(b) only) and such
managing  underwriter,  and shall contain such  representations,  warranties and
covenants  by the Company and such other terms as are  customarily  contained in
agreements  of that type.  The  Holders  shall be  parties  to any  underwriting
agreement  relating to an underwritten


                                       6
<PAGE>

sale of their  Underwriters'  Securities.  Such Holders shall not be required to
make any  representations or warranties to or agreements with the Company or the
underwriters  except as they may  relate  to such  Holders  and  their  intended
methods of distribution.

            8. Adjustments to Purchase Price and Number of Securities.

                  (a)  Computation  of  Adjusted   Purchase  Price.   Except  as
hereinafter  provided,  in case the  Company  shall at any time  after  the date
hereof  issue or sell any  shares  of Common  Stock  (other  than the  issuances
referred to in Section  8(g)  hereof),  including  shares held in the  Company's
treasury, for a consideration per share less than the "Market Price" (as defined
in Section  8(a)(6)  hereof) per share of Common  Stock on the date  immediately
prior to the issuance or sale of such  shares,  or without  consideration,  then
forthwith upon any such issuance or sale, the Purchase Price of the Common Stock
shall (until another such issuance or sale) be reduced to the price  (calculated
to the nearest  full cent)  determined  by  dividing  (1) the product of (a) the
Purchase  Price in effect  immediately  before such issuance or sale and (b) the
sum of (i) the total  number of shares of Common Stock  outstanding  immediately
prior to such  issuance  or sale,  and (ii) the number of shares  determined  by
dividing (A) the aggregate  consideration,  if any, received by the Company upon
such sale or issuance,  by (B) the Market Price,  and by (2) the total number of
shares of Common  Stock  outstanding  immediately  after such  issuance  or sale
provided,  however,  that in no event  shall  the  Purchase  Price  be  adjusted
pursuant to this  computation  to an amount in excess of the  Purchase  Price in
effect  immediately  prior  to  such  computation,  except  in  the  case  of  a
combination of outstanding  shares of Common Stock,  as provided by Section 8(c)
hereof.

            For the purposes of this Section 8, the term "Purchase  Price" shall
mean the Purchase Price of the Common Stock forming a part of the  Underwriters'
Securities set forth in Section 6 hereof, as adjusted from time to time pursuant
to the provisions of this Section 8.

            For the purposes of any  computation  to be made in accordance  with
this Section 8(a), the following provisions shall be applicable:

      (1) In case of the issuance or sale of shares of Common Stock (or of other
securities  deemed hereunder to involve the issuance or sale of shares of Common
Stock) for a consideration part or all of which shall be cash, the amount of the
cash consideration therefor shall be deemed to be the amount of cash received by
the Company  for such  shares (or, if shares of Common  Stock are offered by the
Company for subscription,  the subscription  price, or, if such securities shall
be sold to Underwriters  or dealers for public  offering  without a subscription
offering,  the initial public  offering  price) before  deducting  therefrom any
compensation  paid or  discount  allowed in the sale,  underwriting  or purchase
thereof by Underwriters or dealers or others performing similar services, or any
expenses incurred in connection therewith.

      (2) In case of the issuance or sale (otherwise than as a dividend or other
distribution on any stock of the Company,  and otherwise than on the exercise of
options,  rights or warrants or the  conversion  or exchange of  convertible  or
exchangeable  securities)  of  shares of  Common  Stock (or of other  securities
deemed  hereunder to involve the issuance or sale of shares of Common Stock) for


                                       7
<PAGE>

a consideration part or all of which shall be other than cash, the amount of the
consideration  therefor  other than cash shall be deemed to be the value of such
consideration  as  determined  in good  faith by the Board of  Directors  of the
Company.

      (3)  Shares  of  Common  Stock  issuable  by  way  of  dividend  or  other
distribution  on any stock of the  Company  shall be deemed to have been  issued
immediately  after the opening of business on the day  following the record date
for the determination of stockholders entitled to receive such dividend or other
distribution and shall be deemed to have been issued without consideration.

      (4) The reclassification of securities of the Company other than shares of
Common Stock into securities including shares of Common Stock shall be deemed to
involve the  issuance of such shares of Common Stock for a  consideration  other
than cash  immediately  prior to the close of business on the date fixed for the
determination of security holders entitled to receive such shares, and the value
of the  consideration  allocable  to  such  shares  of  Common  Stock  shall  be
determined as provided in Section 8(a)(2).

      (5) The number of shares of Common Stock at any one time outstanding shall
include  the  aggregate  number of shares of  Common  Stock  issued or  issuable
(subject to readjustment  upon the actual issuance thereof) upon the exercise of
options,  rights or warrants and upon the  conversion or exchange of convertible
or exchangeable securities.

      (6) As used  herein in the  phrase  "Market  Price"  at any date  shall be
deemed to be the last reported sale price, or, in the case no such reported sale
takes place on such day, the average of the last  reported  sales prices for the
last three (3)  trading  days,  in either  case as  officially  reported  by the
principal securities exchange on which the Common Stock is listed or admitted to
trading,  or, if the Common  Stock is not listed or  admitted  to trading on any
national securities exchange,  the average closing bid price as furnished by the
NASD  through  the  NASD  Automated   Quotation  System  ("NASDAQ")  or  similar
organization if NASDAQ is no longer reporting such information, or if the Common
Stock is not quoted on NASDAQ,  as determined in good faith by resolution of the
Board of Directors of the Company,  based on the best  information  available to
it.

                  (b) Options,  Rights, Warrant and Convertible and Exchangeable
Securities.  Except in the case of the Company  issuing  rights to subscribe for
shares of Common Stock  distributed to all the  stockholders  of the Company and
Holders of Underwriters' Warrant pursuant to Section 8(i) hereof, if the Company
shall at any time after the date  hereof  issue  options,  rights or warrants to
purchase  shares of Common Stock,  or issue any securities  convertible  into or
exchangeable for shares of Common Stock (other than the issuances referred to in
Section 8(g)  hereof),  (i) for a  consideration  per share less than the Market
Price  (including the issuance thereof without  consideration  such as by way of
dividend or other  distribution),  or (ii) without  consideration,  the Purchase
Price in effect  immediately  prior to the issuance of such  options,  rights or
warrants,  or such convertible or exchangeable  securities,  as the case may be,
shall be reduced to a price  determined  by making a  computation  in accordance
with the provisions of Section 8(a) hereof, provided that:


                                       8
<PAGE>

                        (1) The  aggregate  maximum  number  of shares of Common
Stock  issuable  or that may  become  issuable  under  such  options,  rights or
warrants  (assuming  exercise in full even if not then currently  exercisable or
currently  exercisable in full) shall be deemed to be issued and  outstanding at
the time such options,  rights or warrants were issued,  and for a consideration
equal to the minimum  purchase  price per share  provided  for in such  options,
rights or warrants at the time of issuance,  plus the consideration  (determined
in the same manner as  consideration  received on the issue or sale of shares in
accordance with the terms of the Underwriters' Warrant), if any, received by the
Company for such options, rights or warrants;  provided,  however, that upon the
expiration  or other  termination  of such options,  rights or warrants,  if any
thereof  shall not have been  exercised,  the  number of shares of Common  Stock
deemed to be issued and  outstanding  pursuant to this Section  8(b)(1) (and for
the  purposes  of Section  8(a)(5)  hereof)  shall be reduced by such  number of
shares as to which  options,  warrants  and/or  rights  shall  have  expired  or
terminated  unexercised,  and such number of shares shall no longer be deemed to
be issued and outstanding, and the Purchase Price then in effect shall forthwith
be  readjusted  and  thereafter  be the  price  which  it  would  have  been had
adjustment been made on the basis of the issuance only of shares actually issued
or issuable upon the exercise of those  options,  rights or warrants as to which
the exercise rights shall not be expired or terminated unexercised.

                        (2) The  aggregate  maximum  number  of shares of Common
Stock issuable upon  conversion or exchange of any  convertible or  exchangeable
securities  (assuming  conversion or exchange in full even if not then currently
convertible  or  exchangeable  in  full)  shall  be  deemed  to  be  issued  and
outstanding at the time of issuance of such securities,  and for a consideration
equal to the  consideration  (determined  in the same  manner  as  consideration
received on the issue or sale of shares of Common Stock in  accordance  with the
terms of the Underwriters' Warrant) received by the Company for such securities,
plus the minimum  consideration,  if any,  receivable  by the  Company  upon the
conversion or exchange thereof;  provided,  however, that upon the expiration or
other  termination  of the right to  convert or  exchange  such  convertible  or
exchangeable  securities  (whether by reason or  redemption or  otherwise),  the
number of shares  deemed to be issued and  outstanding  pursuant to this Section
8(b)(2) (and for the purpose of Section 8(a)(5) hereof) shall be reduced by such
number of shares  as to which the  conversion  or  exchange  rights  shall  have
expired or terminated unexercised,  and such number of shares shall no longer be
deemed to be issued and  outstanding and the Purchase Price then in effect shall
forthwith be readjusted and thereafter be the price which it would have been had
adjustment  been made on the basis of the issuance  only of the shares  actually
issued or issuable  upon the  conversion  or exchange  of those  convertible  or
exchangeable  securities as to which the conversion or exchange rights shall not
have expired or terminated unexercised.

                        (3) If any  change  shall  occur in the  price per share
provided  for in any of the options,  rights or warrants  referred to in Section
8(b)(1),  or in the  price  per share at which  the  securities  referred  to in
Section 8(b)(2) are convertible or exchangeable, and if a change in the Purchase
Price has not  occurred by reason of the event  giving rise to the change in the
price per share of such other  options,  rights,  warrants,  or  convertible  or
exchangeable  securities,  such  options,  rights or warrants or  conversion  or
exchange  rights,  as the case may be, to the extent not theretofore  exercised,
the shall be deemed to have  expired or  terminated  on the date when such price
change became effective in respect of shares not theretofore  issued pursuant to
the exercise or


                                       9
<PAGE>

conversion or exchange  thereof,  and the Company shall be deemed to have issued
upon such date new options,  rights or warrants or convertible  or  exchangeable
securities at the new price in respect of the number of shares issuable upon the
exercise of such  options,  rights or warrants or the  conversion or exchange of
such convertible or exchangeable securities.

                  (c) Subdivision and Combination.  In case the Company shall at
any time issue any shares of Common Stock in connection with a stock dividend in
shares of Common Stock or subdivide or combine the outstanding  shares of Common
Stock,  the Purchase Price shall forthwith be  proportionately  decreased in the
case  of a  stock  dividend  or a  subdivision  or  increased  in  the  case  of
combination.

                  (d) Adjustment in Number of Securities.  Upon each  adjustment
of the Purchase  Price  pursuant to the provisions of this Section 8, the number
of  Underwriters'  Securities  issuable  upon the exercise of the  Underwriters'
Warrant  shall be adjusted to the nearest  whole share by  multiplying  a number
equal to the Purchase Price in effect  immediately  prior to such  adjustment by
the  number  of   Underwriters'   Securities   issuable  upon  exercise  of  the
Underwriters'  Warrant  immediately  prior to such  adjustment  and dividing the
product so obtained by the adjusted Purchase Price.

                  (e)  Definition  of  Common  Stock.  For the  purpose  of this
Agreement,  the term "Common Stock" shall mean the class of stock  designated as
Common Stock in the  Certificate of  Incorporation,  of the Company as it may be
amended as of the date hereof.

                  (f)  Reclassification,  Merger or  Consolidation.  The Company
will not merge,  reorganize  or take any other action which would  terminate the
Underwriters'   Warrant  without  first  making   adequate   provision  for  the
Underwriters'  Warrant.  In  case  of  any  reclassification  or  change  of the
outstanding  shares of Common Stock  issuable upon  exercise of the  outstanding
warrants  (other  than a change  in par value to no par  value,  or from nor par
value to par value, or as a result of a subdivision or combination),  or in case
of any  consolidation  of the Company  with,  or merger of the Company  with, or
merger of the Company into,  another  corporation (other than a consolidation or
merger in which the  Company is the  continuing  corporation  and which does not
result in any  reclassification or change of the outstanding Common Stock except
a change as a result of a subdivision  or combination of such shares or a change
in par value,  as aforesaid),  or in the case of a sale or conveyance to another
corporation  or other  entity of the  property  of the Company as an entirety or
substantially  as an entirety,  the Holders of each  Underwriters'  Warrant then
outstanding  or to be  outstanding  shall have the right  thereafter  (until the
expiration  of such  Underwriters'  Warrant) to purchase,  upon exercise of such
Underwriters'  Warrant,  the kind and  number  of  shares  of  stock  and  other
securities  and  property   receivable  upon  such   reclassification,   change,
consolidation,  merger,  sale or  conveyance as if the Holders were the owner of
the shares of Common Stock  underlying  the  Underwriters'  Warrant  immediately
prior to any such  events at a price  equal to the  product of (x) the number of
shares issuable upon exercise of the Underwriters'  Warrant and (y) the Purchase
Price in effect immediately prior to the record date for such  reclassification,
change,  consolidation,  merger,  sale or  conveyance,  as if such  Holders  had
exercised the Underwriters'  Warrant.  In the event of a consolidation,  merger,
sale or conveyance of property,  the corporation formed by such consolidation or
merger,  or acquiring such property,  shall execute and deliver to the


                                       10
<PAGE>

Holders a  supplemental  Underwriters'  warrant  agreement to such effect.  Such
supplemental Underwriters' warrant agreement shall provide for adjustments which
shall  be  identical  to the  adjustment  provided  for in this  Section  8. The
provisions   of  this  Section  8(f)  shall   similarly   apply  to   successive
consolidations or mergers.

                  (g) No  Adjustment  of  Purchase  Price in Certain  Cases.  No
adjustment of the Purchase Price shall be made:

                        (1) Upon the  issuance or sale of (i) the  Underwriters'
Warrant  or the  securities  underlying  the  Underwriters'  Warrant,  (ii)  the
securities  sold  pursuant  to the Public  Offering  (including  those sold upon
exercise  of the  Underwriters'  over-allotment  option),  or (iii)  the  shares
issuable pursuant to the options, warrants, rights, stock purchase agreements or
convertible  or  exchangeable  securities  outstanding  or in effect on the date
hereof as described in the prospectus relating to the Public Offering.

                        (2) If the amount of said  adjustments  shall  aggregate
less than two ($.02) cents for one (1) share of Common Stock; provided, however,
that in such case any  adjustment  that would  otherwise be required  then to be
made shall be carried forward and shall be made at the time of and together with
the next subsequent  adjustment  which,  together with any adjustment so carried
forward,  shall  aggregate at least two ($.02) cents for one (1) share of Common
Stock. In addition,  Registered  Holders shall not be entitled to cash dividends
paid by the Company  prior to the  exercise  of any warrant or warrants  held by
them.

            9.  Exchange  and   Replacement   of  Warrant   Certificates.   Each
Underwriters'  Warrant  Certificate is exchangeable  without  expense,  upon the
surrender thereof by the registered Holders at the principal executive office of
the Company, for a new Underwriters'  Warrant Certificate of like tenor and date
representing  in the  aggregate  the  right  to  purchase  the  same  number  of
Underwriters'  Securities  in such  denominations  as shall be designated by the
Holders thereof at the time of such surrender.

            10. Loss, Theft etc. of Certificates  Upon receipt by the Company of
evidence  reasonably  satisfactory  to it of the  loss,  theft,  destruction  or
mutilation of any Underwriters' Warrant Certificate, and, in case of loss, theft
or  destruction,  of indemnity or security  reasonably  satisfactory  to it, and
reimbursement to the Company of all reasonable expenses incidental thereto,  and
upon surrender and cancellation of the Underwriters'  Warrant  Certificates,  if
mutilated,  the  Company  will  make and  deliver  a new  Underwriters'  Warrant
Certificate of like tenor, in lieu thereof.

            11.  Elimination of Fractional  Interests.  The Company shall not be
required to issue certificates  representing fractions of shares of Common Stock
upon the  exercise  of the  Underwriters'  Warrant,  nor shall it be required to
issue scrip or pay cash in lieu of fractional interests; provided, however, that
if a Holder  exercises all  Underwriters'  Warrant held of record by such Holder
the  fractional  interests  shall be  eliminated by rounding any fraction to the
nearest whole number of shares of Common Stock or other  securities,  properties
or rights.

            12. Reservation and Listing of Securities.  The Company shall at all
times reserve


                                       11
<PAGE>

and keep available out of its authorized shares of Common Stock,  solely for the
purpose of issuance upon the exercise of the Underwriters'  Warrant, such number
of shares of Common Stock or other  securities and properties or rights as shall
be issuable upon the exercise  thereof.  The Company  covenants and agrees that,
upon  exercise  of  Underwriters'  Warrant  and  payment of the  Purchase  Price
therefor,  all the shares of Common Stock  issuable upon such exercise  shall be
duly and  validly  issued,  fully  paid,  non-assessable  and not subject to the
preemptive rights of any stockholder. As long as the Underwriters' Warrant shall
be outstanding, the Company shall use its best efforts to cause the Common Stock
to be  listed  (subject  to  official  notice  of  issuance)  on all  securities
exchanges on which the Common Stock issued to the public in connection  herewith
may then be listed or quoted.

            13. Notices to Underwriters'  Warrant Holders.  Nothing contained in
this  Agreement  shall be construed as conferring  upon the Holders the right to
vote or to  consent  or to  receive  notice as a  stockholder  in respect of any
meetings of stockholders  for the election of directors or any other matter,  or
as having any rights whatsoever as a stockholder of the Company. If, however, at
any  time  prior  to the  expiration  of the  Underwriters'  Warrant  and  their
exercise, any of the following events shall occur:

                  (a) the  Company  shall  take a record of the  holders  of its
shares of Common Stock for the purpose of  entitling  them to receive a dividend
or  distribution  payable  otherwise  than  in  cash,  or  a  cash  dividend  or
distribution  payable  otherwise  than out of current or retained  earnings,  as
indicated by the accounting  treatment of such dividend or  distribution  on the
books of the Company; or

                  (b) the  Company  shall offer to all the holders of its Common
Stock any  additional  shares of  capital  stock of the  Company  or  securities
convertible into or exchangeable for shares of capital stock of the Company,  or
any option, right or warrant to subscribe therefor; or

                  (c) a  dissolution,  liquidation  or winding up of the Company
(other than in connection  with a  consolidation  or merger) or a sale of all or
substantially  all of its property,  assets and business as an entirety shall be
proposed;  then,  in any one or more of said  events,  the  Company  shall  give
written  notice of such event at least  fifteen (15)  calendar days prior to the
date fixed as a record  date or the date of closing the  transfer  books for the
determination  of the  stockholders  entitled  to such  dividend,  distribution,
convertible or exchangeable  securities or subscription  rights,  or entitled to
vote on such proposed dissolution,  liquidation, winding up or sale. Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be.  Failure to give such notice or any defect therein shall not affect
the validity of any action taken in connection  with the  declaration or payment
of any  such  dividend,  or the  issuance  of any  convertible  or  exchangeable
securities,  or  subscription  rights,  options  or  warrants,  or any  proposed
dissolution, liquidation, winding up or sale.

            14.   Notices.   All   notices,   requests,   consents   and   other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly made when  delivered,  or five days after  being  mailed by  registered  or
certified mail, return receipt  requested:

If to the registered  Holders of the  Underwriters'  Warrant,  to the address of
such Holders as shown


                                       12
<PAGE>

on the books of the Company; or

                  (a) If to the  Company to 344 Route 46,  Rockaway,  New Jersey
07866 or to such other  address as the  Company may  designate  by notice to the
Holders, with a courtesy copy to Sichenzia, Ross & Freidman, LLP

            15. Supplements and Amendments.  The Company and the Underwriter may
from time to time supplement or amend this Agreement without the approval of any
Holders of Underwriters'  Warrant  Certificates (other than the Underwriters) in
order to cure any ambiguity,  to correct or supplement  any provision  contained
herein which may be defective or inconsistent with any provisions  herein, or to
make any other  provision  in regard to matters or questions  arising  hereunder
which the Company and the Underwriters may deem necessary or desirable and which
the Company and the  Underwriters  deem shall not adversely affect the interests
of the Holders of Underwriters' Warrant Certificates.

            16.  Successors.  All the covenants and provisions of this Agreement
shall be binding upon and inure to the benefit of the Company,  the Underwriter,
the Holders and their respective successors and assigns hereunder.

            17.  Termination.  This  Agreement  shall  terminate at the close of
business on June 20, 2004.  Notwithstanding  the foregoing,  the indemnification
provisions  of  Section  7 shall  survive  such  termination  until the close of
business on the expiration of any applicable statue of limitations.

            18. Governing Law;  Submission to  Jurisdiction.  This Agreement and
each Underwriters'  Warrant Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be construed in accordance  with the laws of said state without giving effect to
the rules of said state governing the conflicts of laws.

            19. Entire Agreement;  Modification.  This Agreement  (including the
Underwriting  Agreement,  to the extent portions thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to the
subject matter hereof and thereof. This Agreement may not be modified or amended
except by a writing  duly signed by the Company and the Holders of a Majority in
Interest of the  Underwriters'  Securities (for this purpose,  treating all then
outstanding Underwriters' Warrants as if they had been exercised).

            20.  Severability.  If any provision of this Agreement shall be held
to be invalid or unenforceable,  such invalidity or  unenforceability  shall not
affect any other provision of this Agreement.

            21. Captions. The caption headings of the Sections of this Agreement
are for  convenience of reference only and are not intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

            22. Benefits of this  Agreement.  Nothing in this Agreement shall be
construed  to give to any person or  corporation  other than the Company and the
Underwriter  and any  other


                                       13
<PAGE>

registered  Holders of the Underwriters'  Warrant  Certificates or Underwriters'
Securities any legal or equitable  right,  remedy or claim under this Agreement;
and this  Agreement  shall be for the sole and exclusive  benefit of the Company
and  the  Underwriter  and  any  other  Holders  of  the  Underwriters'  Warrant
Certificates or Underwriters' Securities.

            23.  Counterparts.  This  Agreement may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.

            24. Binding  Effect.  This Agreement shall be binding upon and inure
to the benefit of the Company, the Underwriters and their respective  successors
and  assigns  and the  Holders  from time to time of the  Underwriters'  Warrant
Certificates or any of them.

                          [Signature on following page]


                                       14
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

                                       ABLE ENERGY, INC.

                                       By:______________________________________
                                       Name: Timothy Harrington

                                       KASHNER DAVIDSON SECURITIES CORP.,

                                       By:______________________________________
                                       Name: Matthew Miester
                                       Title: CEO

                                       ANDREW, ALEXANDER, WISE
                                       & COMPANY INCORPORATED

                                       By:______________________________________
                                       Name:
                                       Title:


                                       15
<PAGE>

                                   Schedule A

                                       to

                         Underwriters' Warrant Agreement

                                     Between

                                ABLE ENERGY, INC.

                     KASHNER DAVIDSON SECURITIES CORPORATION

                                       AND

                 ANDREW, ALEXANDER, WISE & COMPANY, INCORPORATED

Underwriter

Kashner Davidson Securities Corp.

Andrew, Alexander, Wise & Company, Incorporated


                                       16
<PAGE>

                            URBAN COOL NETWORK, INC.

                               WARRANT CERTIFICATE

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"),  AND MAY NOT BE OFFERED FOR SALE OR SOLD
EXCEPT  PURSUANT TO (i) AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT, OR
(ii) AN OPINION OF COUNSEL,  IF SUCH  OPINION AND  COUNSEL  SHALL BE  REASONABLY
SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER
THE ACT IS AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                   EXERCISABLE COMMENCING JUNE    2000 THROUGH
                    5:00 P.M., NEW YORK TIME ON JUNE   , 2005

                                             Warrant covering 40,000 shares
                                             of Common Stock

No. UW-1

            This Warrant  Certificate  certifies that Andrew,  Kashner  Davidson
Securities Corp. or registered assigns, is the registered holder of this Warrant
to purchase  initially,  at any time from June , 2001, until 5:00 p.m., New York
time on June , 2005  (the  "Expiration  Date"),  up to  40,000  shares of Common
Stock,  $.01 par  value  (the  "Common  Stock")  of  Urban  Cool  Network,  Inc.
("Company")  exercisable  to  purchase  one share of Common  Stock at a purchase
price  of $ per  share  (150%  of the per  share  public  offering  price)  (the
"Purchase Price"), upon the surrender of this Warrant Certificate and payment of
the applicable Purchase Price at an office or agency of the Company, but subject
to the conditions set forth herein and in the Underwriters'  Warrant  Agreement,
dated as of June , 2000, by and among the Company,  Kashner Davidson  Securities
Corp.,  Nutmeg Securities Ltd. and Security Capital Trading,  Inc. (the "Warrant
Agreement").  Payment  of the  Purchase  Price  shall  be made by  certified  or
cashier's check or money order payable to the order of the Company.

            No Warrant may be exercised  after 5:00 p.m.,  New York time, on the
Expiration Date, at which time all Warrant  evidenced  hereby,  unless exercised
prior thereto, shall thereafter be void.

            The Warrant evidenced by this Warrant  Certificate is part of a duly
authorized  issue of Warrants issued pursuant to the Warrant  Agreement  between
the Company and the Underwriter,  which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for
a  description  of the rights,  limitation  of rights,  obligations,  duties and


                                       17
<PAGE>

immunities  thereunder  of the Company and the holders  (the words  "holders" or
"holder" meaning the registered holders or registered holder) of the Warrant.

            The Warrant  Agreement  provides that upon the occurrence of certain
events the Purchase Price and the type and/or number of the Company's securities
issuable upon the exercise of this Warrant,  may, subject to certain conditions,
be  adjusted.  In such event,  the Company  will,  at the request of the holder,
issue a new Warrant Certificate  evidencing the adjustment in the Purchase Price
and the number  and/or  type of  securities  issuable  upon the  exercise of the
Warrant;  provided,  however,  that the failure of the Company to issue such new
Warrant  Certificates  shall not in any way change,  alter, or otherwise impair,
the rights of the holder as set forth in the Warrant Agreement.

            Upon due  presentment  for  registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrant shall be issued to the  transferee(s) in exchange as provided herein,
without any charge except for any tax or other  governmental  charge  imposed in
connection with such transfer.

            Upon the exercise of less than all of the Warrants evidenced by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number of unexercised Warrants.

            The Company may deem and treat the  registered  holder(s)  hereof as
the absolute owner(s) of this Warrant Certificate  (notwithstanding any notation
of ownership  or other  writing  hereon made by anyone),  for the purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

            All terms used in this Warrant  Certificate which are defined in the
Warrant  Agreement  shall  have the  meanings  assigned  to them in the  Warrant
Agreement.

            IN WITNESS  WHEREOF,  the undersigned has executed this  certificate
this day of June, 2000.

                                       URBAN COOL NETWORK, INC.

                                       By:______________________________________

                                              President

ATTEST:

By:__________________________________

                               FORM OF ASSIGNMENT


                                       18
<PAGE>

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)

                  FOR VALUE RECEIVED___________________________
hereby sells, assigns and transfers unto _____________________

                 (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and  does  hereby  irrevocably  constitute  and  appoint   _____________________
Attorney,  to transfer the within Warrant Certificate on the books of URBAN COOL
NETWORK, INC. with full power of substitution.

Dated: _______________

                                    Signature_________________________

                                    (Signature  must  conform  in  all  respects
to the name of holder as specified on the face of the Warrant Certificate.)

[Signature guarantee]                  _________________________________________
                                                (Insert Social Security or Other
                                                Identifying Number of Holders)


                                       19
<PAGE>

                          FORM OF ELECTION TO PURCHASE

The undersigned hereby irrevocably elects to exercise the right,  represented by
this Warrant Certificate, to purchase ______ shares of Common Stock and herewith
tenders in payment for such  securities a certified or cashier's  check or money
order payable to the order of Urban Cool Network, Inc. in the amount of $______,
all  in  accordance  with  the  terms  hereof.  The  undersigned  requests  that
certificates    for   such   securities   be   registered   in   the   name   of
___________________________ whose address is _____________________ and that such
certificates be delivered to  ___________________________________  whose address
is _____________________________________________________.

Dated: ________________

Signature_______________________

(Signature  must  conform in all  respects to the name of holder as specified on
the face of the Warrant Certificate.)

____________________________
(Insert Social Security or Other
Identifying Number of Holders)

[Signature guarantee]


                                       20