NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

                          FUSION NETWORKS HOLDINGS INC.
                                     WARRANT

Warrant No.___                                             Dated: June ___, 2000

     Fusion Networks  Holdings,  Inc., a Delaware  corporation  (the "Company"),
hereby certifies that, for value received,  __________________ or its registered
assigns  ("Holder"),  is  entitled,  subject  to the terms set forth  below,  to
purchase from the Company up to a total of  ___________  shares of common stock,
$.00001 par value per share (the  "Common  Stock"),  of the  Company  (each such
share,  a "Warrant  Share" and all such  shares,  the  "Warrant  Shares")  at an
exercise  price  equal to $1.50  per  share  (as  adjusted  from time to time as
provided in Section 8, the "Exercise Price"),  at any time and from time to time
from and after the date  hereof and  through  and  including  June 13, 2003 (the
"Expiration Date"), and subject to the following terms and conditions:

     1. Registration of Warrant.  The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder,  and for all other  purposes,  and the Company  shall not be affected by
notice to the contrary.

     2. Registration of Transfers and Exchanges.

          (a) The Company  shall  register  the  transfer of any portion of this
     Warrant in the Warrant Register,  upon surrender of this Warrant,  with the
     Form of  Assignment  attached  hereto duly  completed  and  signed,  to the
     Transfer  Agent or to the  Company at its  address  for notice set forth in
     Section  12.  Upon any such  registration  or  transfer,  a new  warrant to
     purchase Common Stock, in substantially  the form of this Warrant (any such
     new warrant,  a "New  Warrant"),  evidencing the portion of this Warrant so
     transferred shall be issued to the transferee and a New Warrant  evidencing
     the remaining portion of this Warrant not so transferred,  if any, shall be
     issued to the transferring Holder. The acceptance of the New Warrant by the
     transferee thereof shall be deemed the acceptance of such transferee of all
     of the rights and obligations of a holder of a Warrant.

<PAGE>

          (b) This Warrant is  exchangeable,  upon the  surrender  hereof by the
     Holder to the office of the  Company at its address for notice set forth in
     Section 12 for one or more New  Warrants,  evidencing  in the aggregate the
     right to purchase the number of Warrant  Shares which may then be purchased
     hereunder. Any such New Warrant will be dated the date of such exchange.

3.   Duration and Exercise of Warrants.

          (a) This Warrant shall be exercisable by the registered  Holder on any
     business  day before  6:30 P.M.,  New York City time,  at any time and from
     time to time on or after the date hereof to and  including  the  Expiration
     Date. At 6:30 P.M., New York City time on the Expiration  Date, the portion
     of this Warrant not exercised prior thereto shall be and become void and of
     no  value.  Prior  to the  Expiration  Date,  the  Company  may not call or
     otherwise  redeem this  Warrant  without the prior  written  consent of the
     Holder.

          (b) Upon  delivery of a duly  completed and signed Form of Election to
     Purchase attached hereto to the Company at its address for notice set forth
     in Section 12 and upon  payment of the  Exercise  Price  multiplied  by the
     number of Warrant Shares that the Holder intends to purchase hereunder,  in
     the manner provided  hereunder,  all as specified by the Holder in the Form
     of Election to Purchase,  the Company shall promptly (but in no event later
     than 3 business days after the Date of Exercise (as defined  herein)) issue
     or cause to be issued  and  cause to be  delivered  to or upon the  written
     order of the Holder and in such name or names as the Holder may  designate,
     a certificate for the Warrant Shares  issuable upon such exercise,  free of
     restrictive  legends  except (i)  either in the event  that a  registration
     statement  covering the resale of the Warrant  Shares and naming the Holder
     as a selling  stockholder  thereunder is not then  effective or the Warrant
     Shares are not freely transferable without volume restrictions  pursuant to
     Rule 144(k)  promulgated  under the Securities Act of 1933, as amended (the
     "Securities  Act"), or (ii) if this Warrant shall have been issued pursuant
     to a written  agreement  between the original  Holder and the  Company,  as
     required  by such  agreement.  Any  person so  designated  by the Holder to
     receive  Warrant  Shares shall be deemed to have become holder of record of
     such Warrant Shares as of the Date of Exercise of this Warrant. The Company
     shall,  upon request of the Holder,  if available,  use its best efforts to
     deliver  Warrant  Shares  hereunder  electronically  through the Depository
     Trust Corporation or another established  clearing  corporation  performing
     similar functions.

          A "Date of  Exercise"  means the date on which the Company  shall have
     received (i) the Form of Election to Purchase  attached hereto (or attached
     to such New Warrant)  appropriately  completed  and duly  signed,  and (ii)
     payment of the Exercise Price for the number of Warrant Shares so indicated
     by the holder hereof to be purchased.

          (c) This Warrant shall be exercisable, either in its entirety or, from
     time to time, for a portion of the number of Warrant  Shares.  If less than
     all of the Warrant  Shares  which may be  purchased  under this Warrant are
     exercised at any time, the Company shall issue,  or cause to be issued,  at
     its expense,  a New Warrant  evidencing the right to purchase the remaining
     number of Warrant  Shares for which no exercise has been  evidenced by this
     Warrant.

                                       2
<PAGE>

          4. Piggyback  Registration Rights. During the Effectiveness Period (as
     defined  in the  Registration  Rights  Agreement,  of even  date  herewith,
     between the Company and the original Holder),  the Company may not file any
     registration  statement with the Securities and Exchange  Commission (other
     than registration  statements of the Company filed on Form S-8 or Form S-4,
     each as promulgated under the Securities Act, pursuant to which the Company
     is registering  securities  pursuant to a Company  employee benefit plan or
     pursuant  to  a  merger,   acquisition  or  similar  transaction  including
     supplements thereto, but not additionally filed registration  statements in
     respect  of such  securities)  at any time when  there is not an  effective
     registration statement covering the resale of the Warrant Shares and naming
     the Holder as a selling stockholder thereunder, unless the Company provides
     the Holder with not less than 20 days notice of its  intention to file such
     registration statement and provides the Holder the option to include any or
     all of the applicable  Warrant Shares therein.  The piggyback  registration
     rights granted to the Holder  pursuant to this Section shall continue until
     all of the Holder's  Warrant  Shares have been sold in  accordance  with an
     effective  registration  statement or upon the Expiration Date. The Company
     will pay all registration expenses in connection therewith.

          5. Payment of Taxes. The Company will pay all documentary  stamp taxes
     attributable  to the  issuance of Warrant  Shares upon the exercise of this
     Warrant;  provided,  however, that the Company shall not be required to pay
     any tax which may be payable in respect  of any  transfer  involved  in the
     registration of any  certificates  for Warrant Shares or Warrants in a name
     other than that of the  Holder.  The Holder  shall be  responsible  for all
     other tax liability  that may arise as a result of holding or  transferring
     this Warrant or receiving Warrant Shares upon exercise hereof.

          6. Replacement of Warrant. If this Warrant is mutilated,  lost, stolen
     or destroyed, the Company shall issue or cause to be issued in exchange and
     substitution  for  and  upon  cancellation   hereof,  or  in  lieu  of  and
     substitution  for this  Warrant,  a New  Warrant,  but only upon receipt of
     evidence  reasonably  satisfactory  to the  Company of such loss,  theft or
     destruction and indemnity, if requested, satisfactory to it. Applicants for
     a New Warrant  under such  circumstances  shall also comply with such other
     reasonable regulations and procedures and pay such other reasonable charges
     as the Company may prescribe.

          7. Reservation of Warrant Shares.  The Company  covenants that it will
     at all  times  reserve  and  keep  available  out of the  aggregate  of its
     authorized but unissued Common Stock, solely for the purpose of enabling it
     to issue Warrant  Shares upon exercise of this Warrant as herein  provided,
     the number of Warrant Shares which are then issuable and  deliverable  upon
     the exercise of this entire  Warrant,  free from  preemptive  rights or any
     other actual  contingent  purchase  rights of persons other than the Holder
     (taking into account the  adjustments  and  restrictions of Section 8). The
     Company  covenants  that all Warrant  Shares that shall be so issuable  and
     deliverable shall, upon issuance and the payment of the applicable Exercise
     Price in accordance with the terms hereof, be duly and validly  authorized,
     issued and fully paid and nonassessable.


                                       3
<PAGE>

          8.  Certain  Adjustments.  The  Exercise  Price and  number of Warrant
     Shares  issuable  upon  exercise of this Warrant are subject to  adjustment
     from time to time as set forth in this Section 8. Upon each such adjustment
     of the  Exercise  Price  pursuant  to this  Section  8,  the  Holder  shall
     thereafter  prior to the  Expiration  Date be entitled to purchase,  at the
     Exercise Price resulting from such adjustment, the number of Warrant Shares
     obtained by multiplying the Exercise Price in effect  immediately  prior to
     such  adjustment by the number of Warrant Shares  issuable upon exercise of
     this Warrant  immediately prior to such adjustment and dividing the product
     thereof by the Exercise Price resulting from such adjustment.

               (a)  If  the   Company,   at  any  time  while  this  Warrant  is
          outstanding,   (i)  shall  pay  a  stock  dividend  (except  scheduled
          dividends  paid on outstanding  preferred  stock as of the date hereof
          which contain a stated dividend rate) or otherwise make a distribution
          or  distributions  on shares of its Common Stock or on any other class
          of capital  stock payable in shares of Common  Stock,  (ii)  subdivide
          outstanding  shares of Common Stock into a larger number of shares, or
          (iii) combine outstanding shares of Common Stock into a smaller number
          of shares,  the Exercise  Price shall be  multiplied  by a fraction of
          which the  numerator  shall be the  number  of shares of Common  Stock
          (excluding  treasury shares, if any) outstanding before such event and
          of which the denominator shall be the number of shares of Common Stock
          (excluding  treasury shares, if any) outstanding after such event. Any
          adjustment  made  pursuant  to this  Section  shall  become  effective
          immediately   after  the  record   date  for  the   determination   of
          stockholders  entitled to receive such  dividend or  distribution  and
          shall become  effective  immediately  after the effective  date in the
          case of a subdivision  or  combination,  and shall apply to successive
          subdivisions and combinations.

               (b) In case of any  reclassification  of the Common  Stock or any
          compulsory  share  exchange  pursuant  to which  the  Common  Stock is
          converted  into other  securities,  cash or property,  then the Holder
          shall have the right thereafter to exercise this Warrant only into the
          shares of stock and other  securities and property  receivable upon or
          deemed  to  be  held  by  holders  of  Common  Stock   following  such
          reclassification  or share exchange,  and the Holder shall be entitled
          upon such event to receive such amount of securities or property equal
          to the amount of Warrant  Shares such Holder would have been  entitled
          to had such Holder  exercised this Warrant  immediately  prior to such
          reclassification   or   share   exchange.   The   terms  of  any  such
          reclassification  or share  exchange shall include such terms so as to
          continue to give to the Holder the right to receive the  securities or
          property set forth in this  Section  8(b) upon any exercise  following
          any such reclassification or share exchange.

               (c)  If  the   Company,   at  any  time  while  this  Warrant  is
          outstanding,  shall distribute to all holders of Common Stock (and not
          to holders of this Warrant) evidences of its indebtedness or assets or
          rights  or  warrants  to  subscribe   for  or  purchase  any  security
          (excluding  those referred to in Sections 8(a), (b) and (d)),  then in
          each such case the Exercise  Price shall be determined by  multiplying
          the  Exercise  Price in effect  immediately  prior to the record  date
          fixed for  determination  of  stockholders  entitled  to receive  such
          distribution  by a  fraction  of which  the  denominator  shall be the
          Exercise Price  determined as of the record date mentioned  above, and
          of which the  numerator  shall be such  Exercise  Price on such record
          date  less the then  fair  market  value  at such  record  date of the
          portion of such  assets or  evidence of  indebtedness  so  distributed
          applicable to one  outstanding  share of Common Stock as determined by
          the Company's  independent certified public accountants that regularly
          examines the financial statements of the Company (an "Appraiser").
<PAGE>

               (d) If the Company or any subsidiary  thereof, as applicable with
          respect to Common Stock  Equivalents (as defined  below),  at any time
          while this Warrant is outstanding,  shall issue shares of Common Stock
          or  rights,  warrants,  options  or other  securities  or debt that is
          convertible  into or exchangeable  for shares of Common Stock ("Common
          Stock Equivalents"),  entitling any person to acquire shares of Common
          Stock at a price per share less than the Exercise Price (if the holder
          of the Common Stock or Common Stock  Equivalent so issued shall at any
          time,  whether by  operation  of  purchase  price  adjustments,  reset
          provisions,  floating  conversion,  exercise  or  exchange  prices  or
          otherwise, or due to warrants,  options or rights issued in connection
          with such issuance, be entitled to receive shares of Common Stock at a
          price less than the Exercise  Price,  such issuance shall be deemed to
          have  occurred for less than the Exercise  Price),  then,  at the sole
          option  of  the  Holder,  either  (1)  the  Exercise  Price  shall  be
          multiplied  by a fraction,  the numerator of which shall be the number
          of  shares  of  Common  Stock  outstanding  immediately  prior  to the
          issuance of such Common  Stock or such Common Stock  Equivalents  plus
          the number of shares of Common Stock which the offering price for such
          shares of Common Stock or Common Stock  Equivalents  would purchase at
          the Exercise  Price,  and the denominator of which shall be the sum of
          the number of shares of Common Stock outstanding  immediately prior to
          such  issuance  plus the number of shares of Common Stock so issued or
          issuable  or (2)  the  Exercise  Price  shall  be  replaced  with  the
          conversion   exchange  or  purchase   price  for  such  Common   Stock
          Equivalents (including any reset provisions thereof),  provided,  that
          for purposes hereof, all shares of Common Stock that are issuable upon
          conversion,  exercise or exchange of Common Stock Equivalents shall be
          deemed outstanding immediately after the issuance of such Common Stock
          Equivalents.  Such adjustment shall be made whenever such Common Stock
          or Common Stock Equivalents are issued.  However,  upon the expiration
          of any Common Stock  Equivalents  the issuance of which resulted in an
          adjustment in the Exercise Price pursuant to this Section, if any such
          Common  Stock  Equivalents  shall  expire  and  shall  not  have  been
          exercised,  the Exercise Price shall  immediately upon such expiration
          be  recomputed  and  effective  immediately  upon such  expiration  be
          increased  to the price which it would have been (but  reflecting  any
          other   adjustments  in  the  Exercise  Price  made  pursuant  to  the
          provisions  of this  Section  after the  issuance of such Common Stock
          Equivalents)  had the  adjustment of the Exercise  Price made upon the
          issuance of such Common  Stock  Equivalents  been made on the basis of
          offering for  subscription  or purchase  only that number of shares of
          the Common Stock  actually  purchased upon the exercise of such Common
          Stock Equivalents actually exercised.

               (e) In case of any (1)  merger or  consolidation  of the  Company
          with or into another  Person,  or (2) sale by the Company of more than
          one-half of the assets of the  Company (on a book value  basis) in one
          or a series of related  transactions,  the Holder shall have the right
          thereafter  to (A)  exercise  this Warrant for the shares of stock and
          other  securities,  cash and property  receivable upon or deemed to be
          held by holders of Common Stock  following such merger,  consolidation
          or sale, and the Holder shall be entitled upon such event or series of
          related events to receive such amount of securities, cash and property
          as the Common Stock for which this Warrant  could have been  exercised
          immediately  prior to such merger,  consolidation  or sales would have
          been entitled,  or (B) in the case of a merger or  consolidation,  (x)
          require the surviving  entity to issue common stock purchase  warrants
          equal to the number Warrant Shares to which this Warrant then permits,
          which  newly  warrant  shall be  identical  to this  Warrant,  and (y)
          simultaneously with the issuance of such warrant, shall have the right
          to  exercise  such  warrant  only  into  shares  of  stock  and  other
          securities,  cash and property receivable upon or deemed to be held by
          holders of Common Stock following such merger or consolidation. In the
          case of clause (B), the exercise  price for such new warrant  shall be
          based upon the amount of securities, cash and property that each share
          of Common  Stock would  receive in such  transaction  and the Exercise
          Price  of this  Warrant  immediately  prior  to the  effectiveness  or
          closing date for such transaction.  The terms of any such merger, sale
          or  consolidation  shall include such terms so as continue to give the
          Holder the right to receive  the  securities,  cash and  property  set
          forth in this Section upon any conversion or redemption following such
          event. This provision shall similarly apply to successive such events.
<PAGE>

               (f) For the  purposes of this  Section 8, the  following  clauses
          shall also be applicable:

                    (i) Record Date.  In case the Company shall take a record of
               the holders of its Common Stock for the purpose of entitling them
               (A) to receive a dividend or other distribution payable in Common
               Stock or in securities convertible or exchangeable into shares of
               Common Stock, or (B) to subscribe for or purchase Common Stock or
               securities  convertible  or  exchangeable  into  shares of Common
               Stock,  then such  record  date shall be deemed to be the date of
               the issue or sale of the  shares of Common  Stock  deemed to have
               been issued or sold upon the  declaration of such dividend or the
               making of such other  distribution or the date of the granting of
               such right of subscription or purchase, as the case may be.

                    (ii) Treasury  Shares.  The number of shares of Common Stock
               outstanding  at any given time shall not include  shares owned or
               held by or for the account of the Company, and the disposition of
               any such shares  shall be  considered  an issue or sale of Common
               Stock.

          (g) All calculations under this Section 8 shall be made to the nearest
     cent or the nearest 1/100th of a share, as the case may be.

          (h) Whenever the Exercise  Price is adjusted  pursuant to Section 8(c)
     above,  the Holder,  after receipt of the  determination  by the Appraiser,
     shall have the right to select an  additional  appraiser  (which shall be a
     nationally  recognized accounting firm), in which case the adjustment shall
     be equal  to the  average  of the  adjustments  recommended  by each of the
     Appraiser and such appraiser. The Holder shall promptly mail or cause to be
     mailed to the Company, a notice setting forth the Exercise Price after such
     adjustment and setting forth a brief  statement of the facts requiring such
     adjustment.  Such adjustment shall become effective  immediately  after the
     record date mentioned above.
<PAGE>

     (i) If:

     (i)  the Company  shall declare a dividend (or any other  distribution)  on
          its Common Stock; or

     (ii) the  Company  shall  declare a special  nonrecurring  dividend on or a
          redemption of its Common Stock; or

     (iii)the Company  shall  authorize  the  granting to all holders the Common
          Stock  rights or warrants to  subscribe  for or purchase any shares of
          capital stock of any class or of rights; or

     (iv) the approval of any  stockholders  of the Company shall be required in
          connection  with  any   reclassification  of  the  Common  Stock,  any
          consolidation  or merger to which the Company is a party,  any sale or
          transfer of all or substantially all of the assets of the Company,  or
          any compulsory  share  exchange  whereby the Common Stock is converted
          into other securities, cash or property; or

     (v)  the Company shall authorize the voluntary dissolution,  liquidation or
          winding up of the affairs of the Company,

     then the  Company  shall  cause to be mailed to each  Holder at their  last
     addresses  as they shall  appear  upon the  Warrant  Register,  at least 20
     calendar days prior to the applicable  record or effective date hereinafter
     specified,  a notice  stating (x) the date on which a record is to be taken
     for the  purpose  of such  dividend,  distribution,  redemption,  rights or
     warrants,  or if a record  is not to be  taken,  the  date as of which  the
     holders  of  Common  Stock  of  record  to be  entitled  to such  dividend,
     distributions,  redemption,  rights or warrants are to be determined or (y)
     the date on  which  such  reclassification,  consolidation,  merger,  sale,
     transfer or share  exchange is expected to become  effective or close,  and
     the date as of which it is expected  that holders of Common Stock of record
     shall be entitled to exchange their shares of Common Stock for  securities,
     cash  or   other   property   deliverable   upon   such   reclassification,
     consolidation,   merger,  sale,  transfer,  share  exchange,   dissolution,
     liquidation or winding up; provided, however, that the failure to mail such
     notice or any defect therein or in the mailing thereof shall not affect the
     validity of the corporate action required to be specified in such notice.

9.   Payment of Exercise  Price.  The Holder shall pay the Exercise Price in one
     of the following manners:

     (a)  Cash Exercise. The Holder may deliver immediately available funds; or
<PAGE>

          (b) Cashless  Exercise.  At any time after the earlier to occur of the
     Effectiveness  Date (as defined in the Registration  Rights  Agreement) and
     the date the  registration  statement  filed  pursuant to the  Registration
     Rights  Agreement  is  declared   effective  by  the  Commission,   when  a
     registration statement covering the resale of the Warrant Shares and naming
     the Holder as a selling stockholder  thereunder is not then effective,  the
     Holder may surrender this Warrant to the Company  together with a notice of
     cashless exercise, in which event the Company shall issue to the Holder the
     number of Warrant Shares determined as follows:

                    X = Y [(A-B)/A]
         where:
                    X = the number of Warrant Shares to be issued to the Holder.

                    Y = the number of Warrant Shares with respect to which this
                        Warrant is being exercised.

                    A = the  average of the closing sale prices of the Common
                        Stock for the five (5) trading days immediately prior to
                        but not including) the Date of Exercise.

                    B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date.

     10.  Certain Exercise Restrictions.

          (a) A Holder may not exercise this Warrant to the extent such exercise
     would  result  in  the  Holder,   together  with  any  affiliate   thereof,
     beneficially owning, (as determined in accordance with Section 13(d) of the
     Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and the
     rules  promulgated  thereunder)  in excess of 4.999% of the then issued and
     outstanding  shares of Common Stock,  including  shares  issuable upon such
     exercise and held by such Holder after  application of this Section.  Since
     the Holder  will not be  obligated  to report to the  Company the number of
     shares of Common  Stock it may hold at the time of an  exercise  hereunder,
     unless the  exercise  at issue  would  result in the  issuance of shares of
     Common Stock in excess of 4.999% of the then  outstanding  shares of Common
     Stock without regard to any other shares which may be beneficially owned by
     the Holder or an affiliate thereof, the Holder shall have the authority and
     obligation to determine  whether the restriction  contained in this Section
     will limit any  particular  exercise  hereunder  and to the extent that the
     Holder  determines that the limitation  contained in this Section  applies,
     the  determination of which portion of this Warrant is exercisable shall be
     the  responsibility  and  obligation  of  the  Holder.  If the  Holder  has
     delivered a Form of Election  to  Purchase  for a number of Warrant  Shares
     that,  without regard to any other shares that the Holder or its affiliates
     may  beneficially  own,  would  result  in the  issuance  in  excess of the
     permitted  amount  hereunder,  the Company  shall notify the Holder of this
     fact and shall honor the exercise  for the maximum  portion of this Warrant
     permitted to be exercised on such Date of Exercise in  accordance  with the
     periods described herein and, at the option of the Holder,  either keep the
     portion of the Warrant  tendered  for  exercise in excess of the  permitted
     amount  hereunder for future exercises or return such excess portion of the
     Warrant to the Holder.  The  provisions  of this Section may be waived by a
     Holder  (but only as to itself and not to any other  Holder)  upon not less
     than 61 days prior notice to the Company. Other Holders shall be unaffected
     by any such waiver.
<PAGE>

          (b) A Holder may not exercise this Warrant to the extent such exercise
     would  result  in  the  Holder,   together  with  any  affiliate   thereof,
     beneficially owning, (as determined in accordance with Section 13(d) of the
     Exchange Act and the rules  promulgated  thereunder) in excess of 9.999% of
     the then issued and outstanding  shares of Common Stock,  including  shares
     issuable  upon such exercise and held by such Holder after  application  of
     this  Section.  Since the  Holder  will not be  obligated  to report to the
     Company the number of shares of Common  Stock it may hold at the time of an
     exercise  hereunder,  unless  the  exercise  at issue  would  result in the
     issuance  of  shares  of  Common  Stock in  excess  of  9.999%  of the then
     outstanding shares of Common Stock without regard to any other shares which
     may be beneficially owned by the Holder or an affiliate thereof, the Holder
     shall  have  the  authority  and   obligation  to  determine   whether  the
     restriction  contained in this Section will limit any  particular  exercise
     hereunder and to the extent that the Holder  determines that the limitation
     contained in this Section  applies,  the  determination of which portion of
     this Warrant is exercisable shall be the  responsibility  and obligation of
     the Holder.  If the Holder has delivered a Form of Election to Purchase for
     a number of Warrant  Shares that,  without  regard to any other shares that
     the Holder or its  affiliates  may  beneficially  own,  would result in the
     issuance in excess of the  permitted  amount  hereunder,  the Company shall
     notify the Holder of this fact and shall honor the exercise for the maximum
     portion of this Warrant  permitted to be exercised on such Date of Exercise
     in accordance with the periods  described  herein and, at the option of the
     Holder,  either keep the portion of the Warrant  tendered  for  exercise in
     excess of the permitted  amount  hereunder  for future  exercises or return
     such excess  portion of the Warrant to the Holder.  The  provisions of this
     Section  may be  waived by a Holder  (but only as to itself  and not to any
     other Holder) upon not less than 61 days prior notice to the Company. Other
     Holders shall be unaffected by any such waiver.

     11. Fractional  Shares. The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would,  except for the provisions of this Section,  be issuable on
the exercise of this  Warrant,  the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

     12.  Notices.  Any and all notices or other  communications  or  deliveries
hereunder  shall be in writing and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  prior to 6:30 p.m.  (New York City  time) on a business  day,  (ii) the
business day after the date of transmission,  if such notice or communication is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  later than 6:30 p.m.  (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon  actual  receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
8115 NW 29th Street,  Miami, FL 33122 Facsimile  No.:(305)  477-6703 attn: Chief
Financial  Officer or (ii) if to the  Holder,  to the  Holder at the  address or
facsimile  number  appearing  on the Warrant  Register or such other  address or
facsimile  number as the Holder may  provide to the Company in  accordance  with
this Section.
<PAGE>

     13.  Warrant  Agent.  The Company  shall serve as warrant  agent under this
Warrant.  Upon thirty days' notice to the Holder,  the Company may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

     14. Miscellaneous.

     (a) This  Warrant  shall be  binding  on and  inure to the  benefit  of the
parties hereto and their respective  successors and assigns. This Warrant may be
amended  only in  writing  signed  by the  Company  and  the  Holder  and  their
successors and assigns.

     (b)  Subject to Section  14(a),  above,  nothing in this  Warrant  shall be
construed  to give to any person or  corporation  other than the Company and the
Holder any legal or equitable  right,  remedy or cause under this Warrant.  This
Warrant  shall  inure to the sole and  exclusive  benefit of the Company and the
Holder.

     (c) The  corporate  laws of the State of Delaware  shall  govern all issues
concerning the relative  rights of the Company and its  stockholders.  All other
questions concerning the construction,  validity, enforcement and interpretation
of this Warrant  shall be governed by and  construed  and enforced in accordance
with  the  internal  laws  of the  State  of New  York,  without  regard  to the
principles  of  conflicts  of law  thereof.  The Company  and the Holder  hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York,  borough of Manhattan,  for the adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally  subject to the  jurisdiction  of any such court,  or that such suit,
action or  proceeding  is  improper.  Each of the Company and the Holder  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or  proceeding by receiving a copy thereof sent
to the Company at the address in effect for notices to it under this  instrument
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve  process  in any  manner  permitted  by law.  (d) The
headings  herein are for  convenience  only,  do not  constitute  a part of this
Warrant and shall not be deemed to limit or affect any of the provisions hereof.
<PAGE>

     (e) In case  any one or more of the  provisions  of this  Warrant  shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its authorized officer as of the date first indicated above.


                                            FUSION NETWORKS HOLDINGS INC.

                                            By:

                                            Name:

                                            Title:

<PAGE>

                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Fusion Networks Holdings Inc.:

     The undersigned hereby irrevocably elects to purchase  _____________ shares
of common stock,  $.00001 par value per share, of Fusion Networks Holdings Inc.,
(the "Common Stock") and, if such Holder is not utilizing the cashless  exercise
provisions  set forth in this  Warrant,  encloses  herewith  $________  in cash,
certified or official bank check or checks,  which sum  represents the aggregate
Exercise  Price (as defined in the  Warrant)  for the number of shares of Common
Stock to which this Form of  Election  to Purchase  relates,  together  with any
applicable taxes payable by the undersigned pursuant to the Warrant.

     The  Exercise   Price   applicable   to  the  purchase   hereunder   equals
$___________.

     The undersigned  requests that  certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                            PLEASE INSERT SOCIAL SECURITY OR
                                            TAX IDENTIFICATION NUMBER


                                            (Please print name and address)

     If the number of shares of Common Stock  issuable upon this exercise  shall
not be all of the shares of Common  Stock which the  undersigned  is entitled to
purchase in accordance with the enclosed Warrant,  the undersigned requests that
a New Warrant (as defined in the Warrant)  evidencing  the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:

                              (Please print name and address)

Dated: _____________, ____     Name of Holder:


                              (Print)

                              (By:)
                              (Name:)
                              (Title:)
                              (Signature must conform in all respects to name of
                              holder as specified on the face of the Warrant)



<PAGE>

                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant  to  purchase  ____________  shares of Common  Stock of Fusion  Networks
Holdings Inc., to which the within Warrant relates and appoints ________________
attorney to transfer said right on the books of Fusion  Networks  Holdings Inc.,
with full power of substitution in the premises.

Dated:_______________, ____


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


                           _______________________________________
                           Address of Transferee

                           _______________________________________

                           _______________________________________



In the presence of:


__________________________