<PAGE>


         THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK
         ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR
         QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE
         SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED
         AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF FEDERAL AND STATE
         SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION
         OR QUALIFICATION IS APPLICABLE.

                               JAGNOTES.COM, INC.

               Incorporated Under the Laws of the State of Nevada

No.                                                                Common Stock
                                                               Purchase Warrants

                          CERTIFICATE FOR COMMON STOCK
                                PURCHASE WARRANTS

         1. Warrant. This Warrant Certificate certifies that                , or
registered assigns (the "Registered Holder"), is the registered owner of the
above indicated number of Warrants expiring on the Expiration Date, as
hereinafter defined. One (1) Warrant entitles the Registered Holder to purchase
one (1) share of the $.00001 par value common stock (a "Share") of JagNotes.com,
Inc., a Nevada corporation (the "Company"), from the Company at a purchase price
of Fourteen Dollars ($14.00) (the "Exercise Price") at any time during the
Exercise Period, as hereinafter defined, upon surrender at the principal office
of the Company of this Warrant Certificate with the exercise form appended
hereto duly completed and executed and accompanied by payment of the Exercise
Price.

         Upon due presentment for transfer or exchange of this Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations provided herein, upon payment of any tax or governmental charge
imposed in connection with such transfer. Subject to the terms hereof, the
Company shall deliver Warrant Certificates in required whole number
denominations to Registered Holders in connection with any transfer or exchange
permitted hereunder.

         2. Restrictive Legend. Each Warrant Certificate shall bear a legend
substantially in the form of the legend that appears at the beginning of this
Warrant Certificate. Each certificate representing Shares issued upon exercise
of a Warrant, unless such Shares are then registered under the Securities Act of
1933, as amended (the "Act"), shall bear a legend in substantially the following
form:

         "THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK
         ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED OR
         QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE
         SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED
         AND QUALIFIED PURSUANT TO RELEVANT PROVISIONS OF FEDERAL AND STATE
         SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION
         OR QUALIFICATION IS APPLICABLE.


<PAGE>



          3. Exercise. Subject to the terms hereof, the Warrants evidenced by
this Warrant Certificate may be exercised at the Exercise Price in whole or in
part at any time during the period (the "Exercise Period") commencing on the
date hereof and terminating on that day which is the second anniversary of the
date hereof (the "Expiration Date").

          In the event the Shares issuable upon exercise of the Warrants
represented by this Warrant Certificate have not yet been registered under the
Act or are not then covered by a current prospectus meeting the requirements of
the Act, the right of a holder of such Warrants to exercise such Warrants shall
be conditioned upon such holder providing the Company with an opinion of
counsel, in form and substance reasonably acceptable to the Company, to the
effect that the issuance of Shares upon exercise of such Warrants is exempt from
the registration requirements of the Act.

          A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date (the "Exercise Date") of the surrender to the
Company at its principal offices of this Warrant Certificate with the exercise
form attached hereto completed and executed by the Registered Holder and
accompanied by payment to the Company, in cash or by check (which shall be
accepted subject to collection), of an amount equal to the aggregate Exercise
Price, in lawful money of the United States of America.

          The person entitled to receive the Shares issuable upon exercise of a
Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any fractional share interests in
Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect thereto, and such right to a fractional share shall be of
no value whatsoever. If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full shares which shall be issuable on
exercise thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

          Promptly, and in any event within ten business days after the Exercise
Date, the Company shall cause to be issued and delivered to the person or
persons entitled to receive the same, a certificate or certificates for the
number of Warrant Shares deliverable on such exercise.

          The Company may deem and treat the Registered Holder of the Warrants
at any time as the absolute owner thereof for all purposes, and the Company
shall not be affected by any notice to the contrary. The Warrants shall not
entitle the Registered Holder thereof to any of the rights of shareholders or to
any dividend declared on the Shares unless the Registered Holder shall have
exercised the Warrants and thereby purchased the Warrant Shares prior to the
record date for the determination of holders of Shares entitled to such dividend
or other right.

          4. Reservation of Shares and Payment of Taxes. The Company covenants
that it will at all times reserve and have available from its authorized Common
Stock such number of Shares as shall then be issuable on the exercise of
outstanding Warrants. The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

          The Registered Holder shall pay all documentary, stamp or similar
taxes and other government charges that may be imposed with respect to the
issuance, transfer or delivery of any Warrant Shares on exercise of the
Warrants. In the event the Warrant Shares are to be delivered in a name other
than the name of the Registered Holder of the Warrant Certificate, no such
delivery shall be made unless the person requesting the same has paid the amount
of any such taxes or charges incident thereto.



                                       2

<PAGE>



         5. Registration of Transfer. The Warrant Certificates may be
transferred in whole or in part, provided any such transfer complies with all
applicable federal and state securities laws and, if requested by the Company,
the Registered Holder delivers to the Company an opinion of counsel to that
effect, in form and substance reasonably acceptable to the Company. Warrant
Certificates to be transferred shall be surrendered to the Company at its
principal office. The Company shall execute, issue and deliver in exchange
therefor the Warrant Certificate or Certificates which the Registered Holder
making the transfer shall be entitled to receive.

         The Company shall keep transfer books at its principal office which
shall register Warrant Certificates and the transfer thereof. On due presentment
of any Warrant Certificate for registration of transfer at such office, the
Company shall execute, issue and deliver to the transferee or transferees a new
Warrant Certificate or Certificates representing an equal aggregate number of
Warrants. All Warrant Certificates presented for registration of transfer or
exercise shall be duly endorsed or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company. The Company may
require payment of a sum sufficient to cover any tax or other government charge
that may be imposed in connection therewith.

         All Warrant Certificates so surrendered, or surrendered for exercise,
or for exchange in case of mutilated Warrant Certificates, shall be promptly
canceled by the Company and thereafter retained by the Company until the
Expiration Date. Prior to due presentment for registration of transfer thereof,
the Company may treat the Registered Holder of any Warrant Certificate as the
absolute owner thereof (notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company), and the Company shall not be
affected by any notice to the contrary.

         6. Loss or Mutilation. On receipt by the Company of evidence
satisfactory as to the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate, the Company shall execute and deliver,
in lieu thereof, a new Warrant Certificate representing an equal aggregate
number of Warrants. In the case of loss, theft or destruction of any Warrant
Certificate, the individual requesting issuance of a new Warrant Certificate
shall be required to indemnify the Company in a form and amount satisfactory to
the Company. The unsecured undertaking of the original holder of this Warrant
shall constitute satisfactory indemnity for purposes of this Section 6. In the
event a Warrant Certificate is mutilated, such Certificate shall be surrendered
and canceled by the Company prior to delivery of a new Warrant Certificate.
Applicants for a new Warrant Certificate shall also comply with such other
regulations and pay such other reasonable charges as the Company may prescribe.

         7. Adjustment of Shares. The number and kind of securities issuable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:

                  (a) Stock Splits, Stock Combinations and Certain Stock
         Dividends. If the Company shall at any time subdivide or combine its
         outstanding Shares, or declare a dividend in Shares or other securities
         of the Company convertible into or exchangeable for Shares, the number
         and kind of Shares purchasable upon exercise of the Warrant immediately
         prior thereto shall be adjusted so that the Registered Holder shall be
         entitled to receive the kind and number of Shares or other securities
         of the Company which it would have owned or would have been entitled to
         receive immediately after the happening of any of the events described
         above, had the Warrant been exercised immediately prior to the
         happening of such event or any record date with respect thereto. Any
         adjustment made pursuant to this Section 7(a) shall become effective
         immediately after the effective date of such event.



                                        3

<PAGE>



                  Whenever the number of Shares issuable upon exercise of the
         Warrant is adjusted as herein provided, the Exercise Price payable upon
         exercise of the Warrant shall be adjusted by multiplying such Exercise
         Price immediately prior to such adjustment by a fraction, the numerator
         of which shall be the number of Shares purchasable upon the exercise of
         the Warrant immediately prior to such adjustment, and the denominator
         of which shall be the number of Shares so purchasable immediately
         thereafter.

                  (b) Adjustment for Reorganization, Consolidation, Merger. In
         case of any reorganization of the Company (or any other corporation the
         stock or other securities of which are at the time receivable upon
         exercise of a Warrant) or in case the Company (or any such other
         corporation) shall merge into or with or consolidate with another
         corporation or convey all or substantially all of its assets to another
         corporation or enter into a business combination of any form as a
         result of which the Shares or other securities receivable upon exercise
         of a Warrant are converted into other stock or securities of the same
         or another corporation, then and in each such case, the Registered
         Holder of a Warrant, upon exercise of the purchase right at any time
         after the consummation of such reorganization, consolidation, merger,
         conveyance or combination, shall for the same Exercise Price be
         entitled to receive, in lieu of the Shares or other securities to which
         such Registered Holder would have been entitled had he exercised the
         purchase right immediately prior thereto, such stock and securities
         which such Registered Holder would have owned immediately after such
         event with respect to the Shares and other securities for which a
         Warrant may have been exercised immediately before such event had the
         Warrant been exercised immediately prior to such event.

         In each case of an adjustment in the Shares or other securities
receivable upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such notice shall set forth the facts upon
which such adjustment is based.

         8. Reduction in Exercise Price at Company's Option. The Company's Board
of Directors may, at its sole discretion, reduce the Exercise Price of the
Warrants in effect at any time either for the remaining life of the Warrants or
any shorter period of time determined by the Company's Board of Directors. The
Company shall promptly notify the Registered Holders of any such reduction in
the Exercise Price.

         9. Registration Rights.

         (a) Certain Definitions. As used in this Section 9, the following
         definitions shall apply:

                  "Commission" means the Securities and Exchange Commission or
         any other federal agency at the time administering the Act.

                  "Holder" means any holder of a Warrant or outstanding
         Registrable Securities.

                  "Registrable Securities" means the Warrant Shares issued or
         issuable upon the exercise of a Warrant, provided, however, that
         Registrable Securities shall not include any Warrant Shares and other
         securities which have previously been registered and sold to the
         public.

                  "Registration Expenses" means all expenses incurred by the
         Company in complying with Section 9(b) hereof including, without
         limitation, all registration, qualification and filing fees, printing
         expenses, fees and disbursements of counsel for the Company, blue sky
         fees and expenses,



                                        4

<PAGE>



         and the expense of any special audits incident to or required in
         connection with any such registration. Registration Expenses shall not
         include selling commissions, discounts or other compensation paid to
         underwriters or other agents or brokers to effect the sale of any
         Registrable Securities.

                  The terms "register", "registered" and "registration" refer to
         a registration effected by preparing and filing a registration
         statement in compliance with the Act (and any post-effective amendments
         filed in connection therewith), and the declaration of the
         effectiveness of such registration statement.

                  (b) Registration. The Company shall:

                  (i) On or before 90 days after the date of this Warrant, file
         with the Commission a registration statement on an appropriate form,
         including the Registrable Securities among the securities being
         registered pursuant to such registration statement. The Company shall
         thereafter use its best efforts to cause such registration statement to
         become effective as soon as reasonably possible. Such registration
         statement shall cover the resale of the Registrable Securities by the
         Holder. The Company will promptly notify the Holder regarding (i) the
         filing of such registration statement and all amendments thereto, (ii)
         the effectiveness of such registration statement and any post-effective
         amendments thereto, (iii) the occurrence of any event or condition that
         causes the prospectus that is part of such registration statement no
         longer to comply with the requirements of the Act, and (iv) any request
         by the Commission for any amendment or supplement to such registration
         statement or any prospectus relating thereto;

                  (ii) Prepare and file with the Commission such amendments and
         supplements to such registration statement and the prospectus used in
         connection therewith as may be necessary to keep such registration
         statement effective and current and to comply with the provisions of
         the Act with respect to the issuance, sale or resale of the Registrable
         Securities, including such amendments and supplements as may be
         necessary to reflect the intended method of disposition of the Holder,
         but for no longer than two years after the Expiration Date of the
         Warrants;

                  (iii) Furnish to each Holder such number of copies of a
         prospectus, including a preliminary prospectus, in conformity with the
         requirements of the Act, and such other documents as such Holder may
         reasonably request in order to facilitate the public sale or other
         disposition of the Registrable Securities by such Holder;

                  (iv) Use its best efforts to register or qualify the
         Registrable Securities under such securities or blue sky laws of any
         state as a Holder may reasonably request, and do any and all other acts
         which may be reasonably necessary or advisable to enable such Holder to
         dispose of Registrable Securities in such jurisdictions;

                  (v) Use its best efforts to comply with all applicable rules
         and regulations of the Commission, including without limitation the
         rules and regulations relating to the periodic reporting requirements
         under the Securities Exchange Act of 1934, as amended; and

                  (vi) Make available for inspection by the Holder or by any
         underwriter, attorney, accountant or other agent acting for such Holder
         in connection with the disposition of Registrable



                                        5

<PAGE>



         Securities, in each case upon receipt of an appropriate confidentiality
         agreement, all corporate records, documents and properties as may be
         reasonably requested.

         (c) Expenses of Registration. All Registration Expenses incurred in
connection with the registration, qualification or compliance pursuant to
Section 9(b) hereof shall be borne by the Company.

         (d) Indemnification. In the event any of the Registrable Securities are
included in a registration statement under this Section 9:

                  (i) The Company will indemnify each Holder, each of its
         officers and directors and partners and each person controlling such
         Holder within the meaning of Section 15 of the Act, and each
         underwriter, if any, and each person who controls any underwriter
         within the meaning of Section 15 of the Act, against all expenses,
         claims, losses, damages or liabilities (or actions in respect thereof),
         including any of the foregoing incurred in settlement of any
         litigation, commenced or threatened, arising out of or based on any
         untrue statement (or alleged untrue statement) of a material fact
         contained in any registration statement, prospectus, or other document,
         or any amendment or supplement thereto, incident to any such
         registration, qualification or compliance, or based on any omission (or
         alleged omission) to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, or any violation by the Company of any rule or regulation
         promulgated under the Act applicable to the Company in connection with
         any such registration, qualification or compliance, and the Company
         will reimburse the Holder, each of its officers and directors and
         partners and each person controlling such Holder, each such underwriter
         and each person who controls any such underwriter, for any legal and
         any other expenses reasonably incurred in connection with investigating
         or defending any such claim, loss, damage, liability or action,
         provided that the Company will not be liable in any such case to the
         extent that any such claim, loss, damage, liability or expense arises
         out of or is based on any untrue statement or omission or alleged
         untrue statement or omission, made in reliance upon and in conformity
         with written information furnished to the Company by such Holder or
         underwriter for use therein.

                  (ii) Each Holder will indemnify the Company, each of its
         directors and officers, its legal counsel and independent accountants,
         each underwriter, if any, of the Company's securities covered by such
         registration statement, each person who controls the Company or such
         underwriter within the meaning of Section 15 of the Act, and each other
         selling shareholder, each of its officers and directors and partners
         and each person controlling such selling shareholder within the meaning
         of Section 15 of the Act, against all claims, losses, damages and
         liabilities (or actions in respect thereof) arising out of or based on
         any untrue statement (or alleged untrue statement) of a material fact
         contained in any such registration statement, prospectus, offering
         circular or other document, or any omission (or alleged omission) to
         state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading and to
         reimburse the Company, such holders, such directors, officers, counsel,
         accountants, persons, underwriters or control persons for any legal or
         any other expenses reasonably incurred in connection with investigating
         or defending any such claim, loss, damage, liability or action, in each
         case to the extent, but only to the extent, that such untrue statement
         (or alleged untrue statement) or omission (or alleged omission) is made
         in such registration statement, prospectus, offering circular or other
         document in reliance upon and in conformity with written information
         furnished to the Company by the Holder specifically for use therein.



                                        6

<PAGE>



                  (iii) Each party entitled to indemnification under this
         Section (the "Indemnified Party") shall give notice to the party
         required to provide indemnification (the "Indemnifying Party") promptly
         after such Indemnified Party has actual knowledge of any claim as to
         which indemnity may be sought, provided, that any failure to so notify
         an Indemnifying Party shall not relieve such party from any liability
         under this Section 9 to the extent it is not materially prejudiced as a
         result thereof, and shall permit the Indemnifying Party to assume the
         defense of any such claim or any litigation resulting therefrom,
         provided that counsel for the Indemnifying Party, who shall conduct the
         defense of such claim or litigation, shall be approved by the
         Indemnified Party (which approval shall not unreasonably be withheld),
         and the Indemnified Party may participate in such defense at such
         Indemnified Party's expense. No Indemnifying Party, in the defense of
         any such claim or litigation, shall, except with the consent of each
         Indemnified Party, consent to entry of any judgment or enter into any
         settlement which does not include as an unconditional term thereof the
         giving by the claimant or plaintiff to such Indemnified Party of a
         release from all liability in respect to such claim or litigation.

                  (e) Contribution.

                  (i) If the indemnification provided for in Section 9(d) hereof
         is for any reason unavailable to or insufficient to hold harmless an
         Indemnified Party in respect of any losses, liabilities, claims,
         damages or expenses referred to therein, then each Indemnifying Party
         shall contribute to the aggregate amount of such losses, liabilities,
         claims, damages and expenses incurred by such Indemnified Party, as
         incurred, (a) in such proportion as is appropriate to reflect the
         relative benefits received by the Holder on the one hand and the
         Company on the other hand from the offer and sale of Units pursuant to
         that certain Subscription Agreement between the Company and the
         original Holder thereof, or (b) if the allocation provided by clause
         (a) is not permitted by applicable law, in such proportion as is
         appropriate to reflect not only the relative benefits referred to in
         clause (a) above but also the relative fault of the Holder on the one
         hand and of the Company on the other hand in connection with the
         statements or omissions which resulted in such losses, liabilities,
         claims, damages or expenses, as well as any other relevant equitable
         considerations.

                  (ii) The relative fault of the Company on the one hand and the
         Holder on the other hand shall be determined by reference to, among
         other things, whether any such untrue or alleged untrue statement of a
         material fact or omission or alleged omission to state a material fact
         relates to information supplied by the Company or by the Holder and the
         parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission.

                  (iii) The Company and the Holder agree that it would not be
         just and equitable if a contribution pursuant to this Section 9(e) were
         determined by pro rata allocation or by any other method of allocation
         which does not take account of the equitable considerations referred to
         above. The aggregate amount of losses, liabilities, claims, damages and
         expenses incurred by an Indemnified Party and referred to above in this
         Section 9(e) shall be deemed to include any legal or other expenses
         reasonably incurred by such Indemnified Party in investigating,
         preparing or defending against any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or any claim



                                        7

<PAGE>



          whatsoever based upon any such untrue or alleged untrue statement or
          omission or alleged omission.

          (f) Information by Holder. Each Holder of Registrable Securities
included in any registration shall furnish to the Company such information
regarding such Holder, such securities and the distribution proposed by such
Holder as the Company may reasonably request in writing.

          (g) Failure to Register; Reduction in Exercise Price. Notwithstanding
that the Company may have used its best efforts and otherwise complied in all
respects with the provisions hereof, in the event that the Company fails to file
a Registration Statement with respect to the Registrable Securities prior to 90
days after the date hereof (such date, the "Registration Filing Deadline"), the
Exercise Price of the Warrants shall be reduced to $10 per Share.
Notwithstanding that the Company may have used its best efforts or timely filed
a Registration Statement prior to the Registration Filing Deadline, in the event
that the Registration Statement is not declared effective with respect to the
Registrable Securities prior to 180 days after the date hereof, the Exercise
Price of the Warrants shall be reduced to $10 per Share, or to $8.50 per Share
if the Exercise Price has already been reduced in accordance with the preceding
sentence.

          (h) Assignment of Registration Rights. The rights to cause the Company
to register the Registrable Securities granted to the Holder by the Company
herein may be assigned by the Holder to a transferee or assignee of any of the
Holder's Warrant Shares or Warrants; provided, that the Company is given written
notice by the Holder within a reasonable time after said transfer, stating the
name and address of said transferee or assignee and the Registrable Securities
with respect to which such registration rights are transferred or assigned. The
provisions of this Section 9 shall be binding on the successors and assigns of
the Company.

          10. Notices. All notices, demands, elections, or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by facsimile or telegram to the
Company, at its principal executive office, and to the Registered Holder, at the
address of such holder as set forth on the books maintained by the Company.

          11. Change, Waiver, Etc. Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

          12. Remedies.  The Company stipulates that the remedies at law of the
holder of this Warrant in the event of any default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that the same may be specifically enforced.

          13. No Dilution or Impairment. The Company will not, by amendment of
its charter or through reorganization, consolidation, merger, dissolution, 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 holder hereof against dilution or other impairment. Without limiting the
generality of the foregoing, the Company will not increase the par value of any
shares of stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise, and at all times 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 stock upon the exercise of this
Warrant.



                                        8

<PAGE>



          14. General Provisions. This Warrant Certificate shall be construed
and enforced in accordance with, and governed by, the laws of the State of New
Jersey without reference to conflicts of laws principles. Except as otherwise
expressly stated herein, time is of the essence in performing hereunder. The
headings of this Warrant Certificate are for convenience in reference only and
shall not limit or otherwise affect the meaning hereof.

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of the 3rd day of May, 1999.


                                           JagNotes.com, Inc.



                                           By
                                             ---------------------------------

                                           Title
                                                ------------------------------






                                       9

<PAGE>



                               JAGNOTES.COM, INC.

          The following abbreviations, when used in the inscription on the face
 of this instrument, shall be construed as though they were written out in full
 according to applicable laws or regulations:

 TEN COM     - a tenants in common                       UNIF GIFT MIN ACT -
 TEN ENT     - a tenants by the entireties                    Custodian
 JR TEN      - a joint tenants with right               -----------------------
               of survivorship and not as                  (Cust)     (Minor)
               tenants in common                         under Uniform Gifts
                                                         to Minors Act_________
                                                                       (State)

 Additional abbreviations may also be used though not in the above list.

                               FORM OF ASSIGNMENT

                 (To be Executed by the Registered Holder if He
                   Desires to Assign Warrants Evidenced by the
                           Within Warrant Certificate)

          FOR VALUE RECEIVED______________________________________________
hereby sells, assigns and transfers unto__________________________________
(___________) Warrants, evidenced by the within Warrant Certificate, and does
hereby irrevocably constitute and appoint _______________ Attorney to transfer
the said Warrants evidenced by the within Warrant Certificates on the books of
the Company, with full power of substitution.

Dated:
      ------------------------          ----------------------------------------
                                        Signature

Notice:  The above signature must correspond with the name as written upon the
         face of the Warrant Certificate in every particular, without alteration
         or enlargement or any change whatsoever.


Signature Guaranteed:
                     -----------------------------------------------------------

SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.


<PAGE>



                          FORM OF ELECTION TO PURCHASE

             (To be Executed by the Holder if he Desires to Exercise
                 Warrants Evidenced by the Warrant Certificate)

 To JagNotes.com, Inc.

          The undersigned hereby irrevocably elects to exercise _______________
(____) Warrants evidenced by the within Warrant Certificate for, and to purchase
thereunder, __________________________ (_________) full shares of Common Stock
issuable upon exercise of said Warrants and delivery of $__________ and any
applicable taxes.

          Please register the certificates for such shares as follows:

                                                      Please insert taxpayer
                                                      identification or social
                                                      security number (if any)


-------------------------------------          ---------------------------------
        (Please print name)


--------------------------------------------------------------------------------
                             (Please print address)


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

         If said number of Warrants shall not be all the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be registered in the name
of the undersigned at the following address and delivered to that address:


--------------------------------------------------------------------------------
                             (Please print address)


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

Dated:                     Signature:
      -------------------            -------------------------------------------

NOTICE:  The above signature must correspond with the name as written upon the
         face of the within Warrant Certificate in every particular, without
         alteration or enlargement or any change whatsoever, or if signed by any
         other person the Form of Assignment hereon must be duly executed and if
         the certificate representing the shares or any Warrant Certificate
         representing Warrants not exercised is to be registered in a name other
         than that in which the within Warrant Certificate is registered, the
         signature of the holder hereof must be guaranteed.

Signature Guaranteed:
                     -----------------------------------------------------------

SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
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