Warrant
                                     -------

THE WARRANT  EVIDENCED  OR  CONSTITUTED  HEREBY,  AND ALL SHARES OF COMMON STOCK
ISSUABLE HEREUNDER,  HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") AND MAY NOT BE SOLD,  OFFERED FOR
SALE,  TRANSFERRED,  PLEDGED OR HYPOTHECATED  WITHOUT REGISTRATION UNDER THE ACT
UNLESS  EITHER (A) THE COMPANY HAS  RECEIVED AN OPINION OF COUNSEL,  IN FORM AND
SUBSTANCE   REASONABLY   SATISFACTORY  TO  THE  COMPANY,   TO  THE  EFFECT  THAT
REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (B) THE SALE
OF SUCH  SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE  COMMISSION RULE
144.

                        WARRANT TO PURCHASE COMMON STOCK
                        --------------------------------

                                       OF
                                       --

                                GPN NETWORK, INC.
                                -----------------

                             (Subject to Adjustment)

NO. __

     This Certifies That, for value received, Todd Ficeto ("Holder"), is
     --------------------
entitled, subject to the terms and conditions of this Warrant, at any time or
from time to time after January 8, 2002 (the "Effective Date"), to purchase from
                                              --------------
GPN Network, Inc., a Delaware corporation (the "Company"), up to Two Million
                                                -------
Five Hundred Thousand (2,500,000) shares of common stock of the Company at a
price per share of $0.03 (the "Purchase Price"). This Warrant shall expire at
                               --------------
5:00 p.m. Pacific time on the fifth anniversary of the Effective Date of this
Warrant (the "Expiration Date"). Both the number of shares of Common Stock
              ---------------
purchasable upon exercise of this Warrant and the Purchase Price are subject to
adjustment and change as provided herein. This Warrant is issued pursuant to
that certain Subscription Agreement dated as of January 8, 2002 in connection
with the purchase of Units by the Holder

1. CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have
the following respective meanings:

     "1933 Act" shall mean the Securities Act of 1933, as amended.
      --------

     "Common Stock" shall mean the Common Stock of the Company and any other
      ------------
securities at any time receivable or issuable upon exercise of this Warrant.

     "Fair Market Value" of a share of Common Stock as of a particular date
      -----------------
shall mean:

          (a) If traded on a securities exchange or the Nasdaq National Market,
the Fair Market Value shall be deemed to be the average of the closing prices of
the Common Stock of the Company on such exchange or market over the 5 business
days ending immediately prior to the applicable date of valuation;


<PAGE>



          (b) If actively traded over-the-counter, the Fair Market Value shall
be deemed to be the average of the closing bid prices over the 30-day period
ending immediately prior to the applicable date of valuation; and

          (c) If there is no active public market, the Fair Market Value shall
be the value as determined in good faith by the Company's Board of Directors
upon a review of relevant factors, including due consideration of the Registered
Holders' determination of the value of the Company.

     "Public Offering" shall mean the Company's firm commitment underwritten
      ---------------
public offering of the Company's Common Stock pursuant to a registration
statement filed with the Securities and Exchange Commission.

     "Registered Holder" shall mean any person in whose name this Warrant is
      -----------------
registered upon the books and records maintained by the Company.

     "SEC" shall mean the Securities and Exchange Commission.
      ---

2. EXERCISE OF WARRANT

     2.1. Payment. Subject to compliance with the terms and conditions of this
          -------
Warrant and applicable securities laws, this Warrant may be exercised, in whole
or in part at any time or from time to time, on or before the Expiration Date by
the delivery (including, without limitation, delivery by facsimile) of the form
of Notice of Exercise attached hereto as Exhibit 1 (the "Notice of Exercise"),
   ------------------
duly executed by the Registered Holder, at the principal office of the Company,
and as soon as practicable after such date, surrendering

          (a) this Warrant at the principal office of the Company, and

          (b) payment, (i) in cash (by check) or by wire transfer, (ii) by
cancellation by the Registered Holder of indebtedness of the Company to the
Registered Holder; or (iii) by a combination of (i) and (ii), of an amount equal
to the product obtained by multiplying the number of shares of Common Stock
being purchased upon such exercise by the then effective Purchase Price (the
"Exercise Amount").
 ---------------

     2.2. Net Issue Exercise. In lieu of the payment methods set forth in
          ------------------
Section 2.1(b) above, the Registered Holder may elect to exchange all or some of
the Warrant for shares of Common Stock equal to the value of the amount of the
Warrant being exchanged on the date of exchange. If the Registered Holder elects
to exchange this Warrant as provided in this Section 2.2, the Registered Holder
shall tender to the Company the Warrant for the amount being exchanged, along
with written notice of the Registered Holder's election to exchange some or all
of the Warrant, and the Company shall issue to the Registered Holder the number
of shares of the Common Stock computed using the following formula:




                                       2
<PAGE>



                  X = Y (A-B)
                      -------
                         A

          Where X = the number of shares of Common Stock to be issued to the
          Registered Holder.

          Y = the number of shares of Common Stock purchasable under the amount
          of the Warrant being exchanged (as adjusted to the date of such
          calculation).

          A = the Fair Market Value of one share of the Company's Common Stock.

          B = Purchase Price of one share of the Company's Common Stock (as
          adjusted to the date of such calculation).

               All references herein to an "exercise" of the Warrant shall
include an exchange pursuant to this Section 2.2. Upon receipt of a written
notice of the Company's intention to raise capital by selling shares of Common
Stock in a Public Offering (the "Public Offering Notice"), which notice shall be
delivered to the Registered Holder at least forty-five (45) but not more than
ninety (90) days before the anticipated date of the filing with the Securities
and Exchange Commission of the registration statement associated with the Public
Offering, the Registered Holder shall promptly notify the Company whether or not
the Registered Holder will exercise this Warrant pursuant to this Section 2.2
prior to consummation of the Public Offering. Notwithstanding whether or not a
Public Offering Notice has been delivered to the Registered Holder or any other
provision of this Warrant to the contrary, if the Registered Holder decides to
exercise this Warrant while a registration statement is on file with the SEC in
connection with the Public Offering, this Warrant shall be deemed exercised on
the consummation of the Public Offering and the Fair Market Value of a share of
Common Stock will be the price at which one share of Common Stock was sold to
the public in the Public Offering. If the Registered Holder has elected to
exercise this Warrant pursuant to this Section 2.2 while a registration
statement is on file with the SEC in connection with an Public Offering and the
Public Offering is not consummated, then the Registered Holder's exercise of
this Warrant shall not be effective unless the Registered Holder confirms in
writing the Registered Holder's intention to complete the exercise of this
Warrant.

     2.3. "Easy Sale" Exercise. In lieu of the payment methods set forth in
           -------------------
Section 2.1(b) above, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Registered Holder may pay the Purchase
Price through a "same day sale" commitment from the Registered Holder (and if
applicable a broker-dealer that is a member of the National Association of
Securities Dealers (a "NASD Dealer")), whereby the Registered Holder irrevocably
elects to exercise this Warrant and to sell a portion of the shares of Common
Stock so purchased to pay the applicable Purchase Price and the Registered
Holder (or, if applicable, the NASD Dealer) commits upon sale (or, in the case
of the NASD Dealer, upon receipt) of such shares of Common Stock to forward the
Purchase Price directly to the Company.

     2.4. Stock Certificates; Fractional Shares. As soon as practicable on or
          ------------------
after the date of an exercise of this Warrant, the Company shall issue and
deliver to the person or persons entitled to receive the same a certificate or
certificates for the number of whole shares of



                                       3
<PAGE>



Common Stock issuable upon such exercise, together with cash in lieu of any
fraction of a share equal to such fraction of the current Fair Market Value of
one whole share of Common Stock as of the date of exercise of this Warrant. No
fractional shares or scrip representing fractional shares shall be issued upon
an exercise of this Warrant.

     2.5 Partial Exercise; Effective Date of Exercise. In case of any partial
         --------------------------------------------
exercise of this Warrant, the Company shall cancel this Warrant upon surrender
hereof and shall execute and deliver a new Warrant of like tenor and date for
the balance of the shares of Common Stock purchasable hereunder. This Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above. The person
entitled to receive the shares of Common Stock issuable upon exercise of this
Warrant shall be treated for all purposes as the holder of record of such shares
as of the close of business on the date the Registered Holder is deemed to have
exercised this Warrant.

3. VALID ISSUANCE: TAXES. All shares of Common Stock issued upon the exercise of
this Warrant shall be validly issued, fully paid and non-assessable, and the
Company shall pay all taxes and other governmental charges that may be imposed
in respect of the issue or delivery thereof. The Company shall not be required
to pay any tax or other charge imposed in connection with any transfer involved
in the issuance of any certificate for shares of Common Stock in any name other
than that of the Registered Holder of this Warrant, and in such case the Company
shall not be required to issue or deliver any stock certificate or security
until such tax or other charge has been paid, or it has been established to the
Company's reasonable satisfaction that no tax or other charge is due.

4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares of
Common Stock issuable upon exercise of this Warrant (or any shares of stock or
other securities or property receivable or issuable upon exercise of this
Warrant) and the Purchase Price are subject to adjustment upon occurrence of the
following events:

     4.1. Adjustment for Stock Splits, Stock Subdivisions or Combinations of
          ------------------------------------------------------------------
Shares. The Purchase Price of this Warrant shall be proportionally decreased and
------
the number of shares of Common Stock issuable upon exercise of this Warrant (or
any shares of stock or other securities at the time issuable upon exercise of
this Warrant) shall be proportionally increased to reflect any stock split or
subdivision of the Company's Common Stock. The Purchase Price of this Warrant
shall be proportionally increased and the number of shares of Common Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination of the Company's Common
Stock.

     4.2. Adjustment for Dividends or Distributions of Stock or Other Securities
     ---------------------------------------------------------------------------
or Property. In case the Company shall make or issue, or shall fix a record date
for the determination of eligible holders entitled to receive, a dividend or
other distribution with respect to the Common Stock (or any shares of stock or
other securities at the time issuable upon exercise of the Warrant) payable in
(a) securities of the Company or (b) assets (excluding cash dividends paid or
payable solely out of retained earnings), then, in each such case, the
Registered Holder of this Warrant on exercise hereof at any time after the
consummation, effective date or


                                       4
<PAGE>


record date of such dividend or other distribution, shall receive, in addition
to the shares of Common Stock (or such other stock or securities) issuable on
such exercise prior to such date, and without the payment of additional
consideration therefor, the securities or such other assets of the Company to
which such Registered Holder would have been entitled upon such date if such
Registered Holder had exercised this Warrant on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock available
by it as aforesaid during such period giving effect to all adjustments called
for by this Section 4.

     4.3. Reclassification. If the Company, by reclassification of securities or
          ----------------
otherwise, shall change any of the securities as to which purchase rights under
this Warrant exist into the same or a different number of securities of any
other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Purchase Price therefore shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 4. No adjustment
shall be made pursuant to this Section 4.3 upon any conversion or redemption of
the Common Stock which is the subject of Section 4.5.

     4.4. Adjustment for Capital Reorganization, Merger or Consolidation. In
          --------------------------------------------------------------
case of any capital reorganization of the capital stock of the Company (other
than a combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), or any merger or consolidation of the Company
with or into another corporation, or the sale of all or substantially all the
assets of the Company then, and in each such case, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Registered Holder of this Warrant shall thereafter be
entitled to receive upon exercise of this Warrant, during the period specified
herein and upon payment of the Purchase Price then in effect, the number of
shares of stock or other securities or property of the successor corporation
resulting from such reorganization, merger, consolidation, sale or transfer that
a holder of the shares deliverable upon exercise of this Warrant would have been
entitled to receive in such reorganization, consolidation, merger, sale or
transfer if this Warrant had been exercised immediately before such
reorganization, merger, consolidation, sale or transfer, all subject to further
adjustment as provided in this Section 4. The foregoing provisions of this
Section 4.4 shall similarly apply to successive reorganizations, consolidations,
mergers, sales and transfers and to the stock or securities of any other
corporation that are at the time receivable upon the exercise of this Warrant.
If the per-share consideration payable to the Registered Holder hereof for
shares in connection with any such transaction is in a form other than cash or
marketable securities, then the value of such consideration shall be determined
in good faith by the Company's Board of Directors. In all events, appropriate
adjustment (as determined in good faith by the Company's Board of Directors)
shall be made in the application of the provisions of this Warrant with respect
to the rights and interests of the Registered Holder after the transaction, to
the end that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.


                                       5
<PAGE>

     4.5. Conversion of Common Stock. In case all or any portion of the
          --------------------------
authorized and outstanding shares of Common Stock of the Company are redeemed or
converted or reclassified into other securities or property pursuant to the
Company's Certificate of Incorporation or otherwise, or the Common Stock
otherwise ceases to exist, then, in such case, the Registered Holder of this
Warrant, upon exercise hereof at any time after the date on which the Common
Stock is so redeemed or converted, reclassified or ceases to exist (the
"Termination Date"), shall receive, in lieu of the number of shares of Common
Stock that would have been issuable upon such exercise immediately prior to the
Termination Date, the securities or property that would have been received if
this Warrant had been exercised in full and the Common Stock received thereupon
had been simultaneously converted immediately prior to the Termination Date, all
subject to further adjustment as provided in this Warrant. Additionally, the
Purchase Price shall be immediately adjusted to equal the quotient obtained by
dividing (x) the aggregate Purchase Price of the maximum number of shares of
Common Stock for which this Warrant was exercisable immediately prior to the
Termination Date by (y) the number of shares of Common Stock of the Company for
which this Warrant is exercisable immediately after the Termination Date, all
subject to further adjustment as provided herein.

5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase
Price, or number or type of shares issuable upon exercise of this Warrant, the
Chief Financial Officer or Controller of the Company shall compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based, including a statement of the adjusted Purchase
Price. The Company shall promptly send (by facsimile and by either first class
mail, postage prepaid or overnight delivery) a copy of each such certificate to
the Registered Holder.

6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to it, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will
execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.

7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of shares of Common Stock or other shares of capital stock of the
Company as are from time to time issuable upon exercise of this Warrant and,
from time to time, will take all steps necessary to amend its Certificate of
Incorporation to provide sufficient reserves of shares of Common Stock or other
shares of capital stock issuable upon exercise of this Warrant (and shares of
its Common Stock for issuance on conversion of such capital stock). All such
shares shall be duly authorized, and when issued upon such exercise, shall be
validly issued, fully paid and non-assessable, free and clear of all liens,
security interests, charges and other encumbrances or restrictions on sale and
free and clear of all preemptive rights, except encumbrances or restrictions
arising under federal or state securities laws. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock and other capital stock upon the
exercise of this Warrant.


                                       6
<PAGE>

8. TRANSFER AND EXCHANGE. Subject to compliance with all applicable securities
laws, this Warrant and all rights hereunder may be transferred by the Registered
Holder to any person, in whole or in part, on the books of the Company
maintained for such purpose at the principal office of the Company referred to
above, by the Registered Holder hereof in person, or by duly authorized
attorney, upon surrender of this Warrant properly endorsed and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. Upon any partial transfer, the Company will issue and deliver to the
Registered Holder a new Warrant or Warrants with respect to the portion of this
Warrant not so transferred. Each taker and holder of this Warrant, by taking or
holding the same, consents and agrees that when this Warrant shall have been so
endorsed, the person in possession of this Warrant may be treated by the
Company, and all other persons dealing with this Warrant, as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented hereby, any notice to the contrary notwithstanding; provided,
however that until a transfer of this Warrant is duly registered on the books of
the Company, the Company may treat the Registered Holder hereof as the owner for
all purposes.

9. RESTRICTIONS ON TRANSFER. The Registered Holder, by acceptance hereof, agrees
that, absent an effective registration statement filed with the SEC under the
1933 Act, covering the disposition or sale of this Warrant or the Common Stock
issued or issuable upon exercise hereof or the Common Stock issuable upon
conversion thereof, as the case may be, and registration or qualification under
applicable state securities laws, such Registered Holder will not sell,
transfer, pledge, or hypothecate any or all such Warrants or Common Stock, as
the case may be, unless either (i) the Company has received an opinion of
counsel, in form and substance reasonably satisfactory to the Company, to the
effect that such registration is not required in connection with such
disposition or (ii) the sale of such securities is made pursuant to SEC Rule
144.

10. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the
Registered Holder hereby represents, warrants and covenants that any shares of
stock purchased upon exercise of this Warrant or acquired upon conversion
thereof shall be acquired for investment only and not with a view to, or for
sale in connection with, any distribution thereof; that the Registered Holder
has had such opportunity as such Registered Holder has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit
the Registered Holder to evaluate the merits and risks of its investment in the
Company; that the Registered Holder is able to bear the economic risk of holding
such shares as may be acquired pursuant to the exercise of this Warrant for an
indefinite period; that the Registered Holder understands that the shares of
stock acquired pursuant to the exercise of this Warrant or acquired upon
conversion thereof will not be registered under the 1933 Act (unless otherwise
required pursuant to exercise by the Registered Holder of the registration
rights, if any, previously granted to the Registered Holder) and will be
"restricted securities" within the meaning of Rule 144 under the 1933 Act and
that the exemption from registration under Rule 144 will not be available for at
least one year from the date of exercise of this Warrant, subject to any special
treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and
even then will not be available unless a public market then exists for the
stock, adequate information concerning the Company is then available to the
public, and other terms and conditions of Rule 144 are complied with; and that
all stock certificates representing shares of stock issued to the


                                       7
<PAGE>


Registered Holder upon exercise of this Warrant or upon conversion of such
shares may have affixed thereto a legend substantially in the following form:


     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
     SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO
     RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
     OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE
     SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
     INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
     FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
     THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
     FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
     PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY
     APPLICABLE STATE SECURITIES LAWS.

11. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the
Registered Holder to any voting rights or other rights as a stockholder of the
Company. In the absence of affirmative action by such Registered Holder to
purchase Common Stock by exercise of this Warrant, no provisions of this
Warrant, and no enumeration herein of the rights or privileges of the Registered
Holder hereof shall cause such Registered Holder hereof to be a stockholder of
the Company for any purpose.

12. NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, return receipt requested, or by telecopier, or by email
or otherwise delivered by hand or by messenger, addressed or telecopied to the
person to whom such notice or communication is being given at its address set
forth after its signature hereto. In order to be effective, a copy of any notice
or communication sent by telecopier or email must be sent by registered or
certified mail, postage prepaid, return receipt requested, or delivered
personally to the person to whom such notice or communication is being at its
address set forth after its signature hereto. If notice is provided by mail,
notice shall be deemed to be given five(5) business days after proper deposit
with the United States mail or nationally recognized overnight courier, or
immediately upon personally delivery thereof, to person to whom such notice or
communication is being at such address. If notice is provided by telecopier,
notice shall be deemed to be given upon confirmation by the telecopier machine
of the receipt of such notice at the telecopier number provided above. If notice
is provided by email, notice shall be deemed to be given upon confirmation by
the sender's email program of the receipt of such notice at the email address
provided after the signature of the person to whom such notice or communication
is being. The addresses set forth after the signatures hereto may be changed by
written notice complying with the terms of this Section 12.

                                       8
<PAGE>

13. HEADINGS. The headings in this Warrant are for purposes of convenience in
reference only, and shall not be deemed to constitute a part hereof.

14. LAW GOVERNING. This Warrant shall be construed and enforced in accordance
with, and governed by, the laws of the State of California.

15. NO IMPAIRMENT. The Company will not, by amendment of its Certificate of
Incorporation or bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Registered Holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock issuable
upon the exercise of this Warrant above the amount payable therefor upon such
exercise, and (b) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock upon exercise of this Warrant.

16. NOTICES OF RECORD DATE. In case:

     16.1. the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time receivable upon the exercise of this
Warrant), for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities or to receive any other right; or

     16.2. of any consolidation or merger of the Company with or into another
corporation, any capital reorganization of the Company, any reclassification of
the capital stock of the Company, or any conveyance of all or substantially all
of the assets of the Company to another corporation in which holders of the
Company's stock are to receive stock, securities or property of another
corporation; or

     16.3. of any voluntary dissolution, liquidation or winding-up of the
Company; or

     16.4. of any redemption of any outstanding capital stock of the Company;


                                       9
<PAGE>

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock (or such stock or
securities as at the time are receivable upon the exercise of this Warrant)
shall be entitled to exchange their shares of Common Stock (or such other stock
or securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days prior to the date therein specified.

17 SEVERABILITY. If any term, provision, covenant or restriction of this Warrant
is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Warrant shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

18. COUNTERPARTS. For the convenience of the parties, any number of counterparts
of this Warrant may be executed by the parties hereto and each such executed
counterpart shall be, and shall be deemed to be, an original instrument.

19. NO INCONSISTENT AGREEMENTS. The Company will not on or after the date of
this Warrant enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Registered Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the
Registered Holder hereunder do not in any way conflict with and are not
inconsistent with the rights granted to holders of the Company's securities
under any other agreements, except rights that have been waived.

20. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday,
Sunday or legal holiday, the Expiration Date shall automatically be extended
until 5:00 p.m. on the next business day.

                                       10
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
Effective Date.

GPN NETWORK, INC.



By: /s/Todd Ficeto                             By: /s/Todd Ficeto
   ------------------------------              ---------------------------------
Name:  Todd Ficeto                             Name:  Todd Ficeto
Title: Chief Executive Officer and President

Address for Notices:                           Address for Notices:

1901 Avenue of the Stars, Ste 1500
Los Angeles, CA 90067












                            SIGNATURE PAGE TO WARRANT


                                       11
<PAGE>





                                    EXHIBIT 1

                               NOTICE OF EXERCISE

                    (To be executed upon exercise of Warrant)


___________________                                              WARRANT NO. ___

The  undersigned  hereby  irrevocably  elects to exercise  the right of purchase
represented by the within Warrant  Certificate for, and to purchase  thereunder,
the  securities of GPN Network,  Inc.,  as provided for therein,  and (check the
applicable box):

|_|      Tenders herewith payment of the exercise price in full in the form of
         cash or a certified or official bank check in same-day funds in the
         amount of $____________ for _________ such securities.

|_|      Elects the Net Issue Exercise option pursuant to Section 2.2 of the
         Warrant, and accordingly requests delivery of a net of ______________
         of such securities, according to the following calculation:

         X = Y (A-B)               (       ) =  (____) [(_____) - (_____)]
             -------                           ---------------------------
                A                                         (_____)

         Where X = the  number of  shares  of Common  Stock to be issued to the
         Registered Holder.

         Y = the number of shares of Common Stock purchasable under the amount
         of the Warrant being exchanged (as adjusted to the date of such
         calculation).

         A = the Fair Market Value of one share of the Company's Common Stock.

         B = Purchase Price (as adjusted to the date of such calculation).

|_|      Elects the Net Issue  Exercise  option  pursuant to Section 2.2 of the
         Warrant,  and accordingly requests delivery of a net of ______________
         of such securities, according to the following calculation:

Please issue a certificate or  certificates  for such securities in the name of,
and pay any cash for any  fractional  share to (please  print name,  address and
social security number):

Name:
                  -----------------------------------------------------

Address:
                  -----------------------------------------------------

Signature:
                  -----------------------------------------------------

Note: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate or with the name of the assignee appearing in
the assignment form below.

If said  number of  shares  shall not be all the  shares  purchasable  under the
within  Warrant  Certificate,  a new Warrant  Certificate is to be issued in the
name of said  undersigned  for the balance  remaining of the shares  purchasable
thereunder rounded up to the next higher whole number of shares.





<PAGE>

                                    EXHIBIT 2

                                   ASSIGNMENT

(To be executed only upon assignment of Warrant Certificate) WARRANT NO. ___ For
value received, hereby sells, assigns and transfers unto
________________________ the within Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ____________________________ attorney, to transfer said Warrant
Certificate on the books of the within-named Company with respect to the number
of Warrants set forth below, with full power of substitution in the premises:

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

  Name(s) of Assignee(s)          Address                     # of Warrants
--------------------------- -------------------------- -------------------------
--------------------------- -------------------------- -------------------------

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

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

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

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

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

And if said number of Warrants shall not be all the Warrants represented by the
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the Warrants registered by said
Warrant Certificate.

Dated:                                                            2001
                  -----------------------------------------------------

Signature:
                  -----------------------------------------------------

Notice: The signature to the foregoing Assignment must correspond to the name as
written upon the face of this security in every particular, without alteration
or any change whatsoever; signature(s) must be guaranteed by an eligible
guarantor institution (banks, stock brokers, savings and loan associations and
credit unions with membership in an approved signature guarantee medallion
program) pursuant to Securities and Exchange Commission Rule 17Ad-15.