NEITHER  THIS  WARRANT  NOR THE  COMMON  STOCK  WHICH MAY BE  ACQUIRED  UPON THE
EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  OR UNDER  THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE SOLD,
PLEDGED,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT WITH RESPECT  THERETO UNDER THE ACT AND COMPLIANCE WITH ANY APPLICABLE
STATE  SECURITIES  LAW,  OR UNLESS THE  COMPANY  RECEIVES AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

VOID AFTER 5:00 P.M. EASTERN TIME, FEBRUARY 10, 2002.

                                                             For the Purchase of
                                                                56,000 shares of
                                                                    Common Stock



                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                                       OF
                              INFOCAST CORPORATION

                             (A Nevada corporation)


         Infocast  Corporation,  a Nevada  corporation (the  "Company"),  hereby
certifies that for value received,  The Cuttyhunk Fund Limited (the  "Registered
Holder"),  residing at c/o Optima  Management  Partners  L.P.,  75 Front Street,
Hamilton HM 12, Bermuda,  is entitled,  subject to the terms set forth below, to
purchase from the Company, pursuant to this Warrant ("Warrant"),  at any time or
from time to time on or after  February  11,  2000,  and at or before 5:00 p.m.,
Eastern Time, February 10, 2002 ("Expiration Date"), but not thereafter,  56,000
shares of Common Stock,  $.001 par value, of the Company ("Common Stock"),  at a
purchase price (the "Purchase  Price") equal to $5.00 per share of Common Stock.
The number of shares of Common Stock  purchasable upon exercise of this Warrant,
and the purchase price per share, each as adjusted from time to time pursuant to
the  provisions of this  Warrant,  are  hereinafter  referred to as the "Warrant
Shares" and the "Purchase Price," respectively.

         1.       Exercise.

                  (a) This Warrant may be exercised by the Registered Holder, in
whole or in part,  by the surrender of this Warrant (with the Notice of Exercise
Form attached hereto as Exhibit I duly executed, completed and delivered by such
Registered  Holder) at the  principal  office of the  Company,  or at such other
office or agency as the Company may designate, accompanied by


<PAGE>



payment in full, in lawful money of the United States, of an amount equal to the
then applicable  Purchase Price  multiplied by the number of Warrant Shares then
being purchased upon such exercise.  If the rights  represented hereby shall not
be exercised at or before 5:00 p.m.,  Eastern Time, on the Expiration Date, this
Warrant shall become and be void and without  further  force or effect,  and all
rights represented hereby shall cease and expire.

                  (b) Each exercise of this Warrant shall be deemed to have been
effected  immediately  prior to the close of  business  on the day on which this
Warrant  shall have been  surrendered  to the Company as provided in  subsection
l(a)  above.  At such  time,  the  person or  persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in  subsection  I (c) below shall be deemed to have become the holder or holders
of record of the Warrant Shares represented by such certificates.

                  (c) As soon as practicable  after the exercise of the purchase
right represented by this Warrant,  the Company at its expense will use its best
efforts to cause to be issued in the name of the Registered Holder and delivered
to you:

                           (i) a certificate or  certificates  for the number of
full shares of Warrant Shares to which such Registered  Holder shall be entitled
upon  such  exercise  plus,  in lieu  of any  fractional  share  to  which  such
Registered Holder would otherwise be entitled,  a Warrant Share representing the
remainder of the fractional share to the next whole Warrant Share, and

                           (ii) in case such  exercise  is in part  only,  a new
warrant or warrants  (dated the date hereof) of like tenor,  stating on the face
or faces  thereof  the  number  of shares  currently  stated on the face of this
Warrant minus the number of such shares purchased by the Registered  Holder upon
such exercise as provided in subsection l(a) above.

         2.       Adjustments.

                  (a)  Split,  Subdivision  or  Combination  of  Shares.  If the
outstanding  shares of the Company's Common Stock at any time while this Warrant
remains  outstanding  and unexpired  shall be subdivided or split into a greater
number of shares,  or a  dividend  in Common  Stock  shall be paid in respect of
Common Stock, or a similar change in the Company's  capitalization  occurs which
affects the  outstanding  Common Stock,  as a class,  then the Purchase Price in
effect  immediately  prior to such  subdivision  or at the  record  date of such
dividend shall,  simultaneously  with the  effectiveness  of such subdivision or
split or  immediately  after the record date of such  dividend  (as the case may
be), be  proportionately  decreased.  If the outstanding  shares of Common Stock
shall be combined or reverse-split into a smaller number of shares, the Purchase
Price in effect  immediately  prior to such  combination or reverse split shall,
simultaneously  with the  effectiveness of such combination or reverse split, be
proportionately  increased.  When any  adjustment  is required to be made in the
Purchase  Price,  the number of shares of Warrant  Shares  purchasable  upon the
exercise of this Warrant  shall be changed to the number  determined by dividing
(i) an amount equal to the number of shares  issuable  upon the exercise of this
Warrant immediately prior to such


                                       -2-

<PAGE>

adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment,  by (ii)  the  Purchase  Price  in  effect  immediately  after  such
adjustment.

                  (b) Reclassification, Reorganization, Consolidation or Merger.
In the case of any  reclassification  of the Common Stock or any reorganization,
consolidation or merger of the Company with or into another  corporation  (other
than a merger  or  reorganization  with  respect  to which  the  Company  is the
continuing  corporation and which does not result in any reclassification of the
Common Stock),  or a transfer of all or  substantially  all of the assets of the
Company, or the payment of a liquidating  distribution then, as part of any such
reorganization,  reclassification,  consolidation,  merger,  sale or liquidating
distribution,  the Company shall arrange for the other party to the  transaction
to agree to, and lawful  provision shall be made, so that the Registered  Holder
of this  Warrant  shall have the right  thereafter  to receive upon the exercise
hereof (to the extent, if any, still exercisable), the kind and amount of shares
of stock or other securities or property which such Registered Holder would have
been  entitled  to receive  if,  immediately  prior to any such  reorganization,
reclassification,  consolidation,  merger, sale or liquidating distribution,  as
the case may be, such Registered  Holder had held the number of shares of Common
Stock which were then purchasable upon the exercise of this Warrant. In any such
case, appropriate adjustment (as reasonably determined by the Board of Directors
of the Company)  shall be made in the  application  of the  provisions set forth
herein with respect to the rights and  interests  thereafter  of the  Registered
Holder of this  Warrant  such that the  provisions  set forth in this  Section 2
(including  provisions with respect to the Purchase  Price) shall  thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property  thereafter  deliverable upon the exercise
of this Warrant.

         3. Limitation on Sales.  Each holder of this Warrant  acknowledges that
this  Warrant  and the  Warrant  Shares  have  not  been  registered  under  the
Securities Act of 1933, as now in force or hereafter  amended,  or any successor
legislation (the "Act"), and agrees not to sell, pledge,  distribute,  offer for
sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued
upon its  exercise in the  absence of (a) an  effective  registration  statement
under the Act as to this  Warrant or such  Warrant  Shares and  registration  or
qualification  of this Warrant or such Warrant Shares under any applicable  Blue
Sky or state  securities  law  then in  effect  or (b) an  opinion  of  counsel,
satisfactory to the Company,  that such  registration and  qualification are not
required. Without limiting the generality of the foregoing,  unless the offering
and sale of the Warrant Shares to be issued upon the particular  exercise of the
Warrant shall have been effectively  registered under the Act, the Company shall
be under no obligation to issue the shares  covered by such exercise  unless and
until the Registered Holder shall have executed an investment letter in form and
substance satisfactory to the Company,  including a warranty at the time of such
exercise  that it is  acquiring  such shares for its own  account,  and will not
transfer  the  Warrant  Shares  unless  pursuant  to an  effective  and  current
registration  statement  under  the Act or an  exemption  from the  registration
requirements of the Act and any other  applicable  restrictions,  in which event
the Registered Holder shall be bound by the provisions of a legend or legends to
such effect which shall be endorsed  upon the  certificate(s)  representing  the
Warrant Shares issued pursuant to such exercise. The Warrant


                                       -3-

<PAGE>

Shares  issued  upon  exercise  thereof  shall  be  imprinted  with  legends  in
substantially the following form:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED  ("ACT"),  OR
         APPLICABLE  STATE  SECURITIES  LAWS,  AND MAY NOT BE SOLD,  PLEDGED  OR
         OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION STATEMENT WITH
         RESPECT  THERETO  UNDER THE ACT OR  PURSUANT TO AN  EXEMPTION  FROM THE
         REGISTRATION   REQUIREMENTS   OF  SAID  ACT  AND  COMPLIANCE  WITH  ANY
         APPLICABLE  STATE  SECURITIES  LAW, OR UNLESS THE  COMPANY  RECEIVES AN
         OPINION OF COUNSEL,  SATISFACTORY TO THE COMPANY AND ITS COUNSEL,  THAT
         SUCH REGISTRATION IS NOT REQUIRED."

         4. Notices of Record Date. In case:

                  (a) the  Company  shall  take a record of the  holders  of its
Common  Stock (or other stock or  securities  at the time  deliverable  upon the
exercise of this  Warrant)  for the  purpose of  entitling  or enabling  them to
receive  any  dividend  or  other   distribution   (other  than  a  dividend  or
distribution  payable  solely in  capital  stock of the  Company or out of funds
legally  available  therefor),  or to  receive  any  right to  subscribe  for or
purchase  any shares of any class or any other  securities,  or to  receive  any
other right, or

                  (b)  of  any  capital   reorganization  of  the  Company,  any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger  of  the  Company  with  or  into  another   corporation  (other  than  a
consolidation  or merger in which the Company is the surviving  entity),  or any
transfer of all or substantially all of the assets of the Company, or

                  (c) of the voluntary or involuntary  dissolution,  liquidation
or winding-up of the Company,

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,  and stating the amount and character of such  dividend,
distribution or right, or (ii) the effective date on which such  reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up 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 other stock or  securities at the
time  deliverable  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, transfer, dissolution, liquidation or
winding-up.  Such  notice  shall be mailed  at least ten (10) days  prior to the
record date or effective date for the event  specified in such notice,  provided
that the failure to mail such notice  shall not affect the  legality or validity
of any such action.


                                       -4-

<PAGE>


         5. Reservation of Stock. The Company will at all times reserve and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such shares of Warrant Shares and other stock,  securities and property, as from
time to time shall be issuable upon the exercise of this Warrant.

         6.  Replacement  of  Warrants.  Upon  receipt  of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

         7.  Non-transferability  of Warrants.  This Warrant is not transferable
and may be exercised solely by the Registered  Holder.  Any attempt to transfer,
assign,  pledge or otherwise dispose of, or to subject to execution,  attachment
or similar process, this Warrant contrary to the provisions hereof shall be void
and ineffective and shall give no right to the purported transferee.

         8. No Rights as  Shareholder.  Until the exercise of this Warrant,  the
Registered  Holder of this  Warrant  shall not have or  exercise  any  rights by
virtue hereof as a shareholder of the Company.

         9. Change or Waiver.  Any term of this Warrant may be changed or waived
only by an instrument in writing  signed by the party against which  enforcement
of the change or waiver is sought.

         10.  Headings.  The  headings  in  this  Warrant  are for  purposes  of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant.

         11.  Governing  Law. This Warrant shall be governed by and construed in
accordance  with the laws of the State of Nevada  as such  laws are  applied  to
contracts  made and to be fully  performed  entirely  within that state  between
residents of that state.

         12. Mailing of Notices, etc. All notices and other communications under
this  Warrant  (except  payment)  shall be in writing and shall be  sufficiently
given if delivered to the  addressees in person,  by Federal  Express or similar
receipt  delivery,  by facsimile  delivery or, if mailed,  postage  prepaid,  by
certified mail, return receipt requested, as follows:

Registered Holder:         To his or her address on page 1 of this Warrant.



                                       -5-

<PAGE>


The Company:      Infocast Corporation
                  One Richmond Street West
                  Suite 901
                  Toronto, Ontario M5H3W4
                  Canada
                  Attn: A.T. Griffis

with a copy to:

                  Olshan Grundman Frome Rosenzweig & Wolosky LLP
                  505 Park Avenue
                  New York, New York 10022
                  Attn: Jeffrey S. Spindler, Esq.

or to such other  address as any of them,  by notice to the others may designate
from time to time.  Time shall be counted  to, or from,  as the case may be, the
delivery in person or by mailing.

                                        INFOCAST CORPORATION




                                        By:
                                           -------------------------------------
Date:    February 11, 2000                 Name:
                                           Title:


                                       -6-

<PAGE>

                                                                       EXHIBIT I

                               NOTICE OF EXERCISE

TO:      Infocast Corporation
         One Richmond Street West
         Suite 901
         Toronto, Ontario M5H3W4
         Canada

         1. The  undersigned  hereby  elects to purchase  _______  shares of the
Common Stock of Infocast Corporation, pursuant to terms of the attached Warrant,
and tenders  herewith  payment of $________ in payment of the purchase  price of
such shares in full, together with all applicable transfer taxes, if any.

         2. Please issue a certificate or certificates  representing said shares
of the Common Stock in the name of the undersigned.

         3. The  undersigned  represents  that it will sell the shares of Common
Stock only pursuant to an effective  Registration Statement under the Securities
Act of 1933, as amended, or an exemption from registration thereunder.


                                        ________________________________________
                                        (Name)


                                        ________________________________________
                                        (Address)


                                        ________________________________________

                                        ________________________________________


                                        ________________________________________
                                        (Taxpayer Identification Number)

___________________________________
[print name of Registered Holder]

By:________________________________

Title: ____________________________

Date:______________________________


                                       -7-