FORM OF
              COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement ("Agreement") by and between
World Shopping Network, Inc., a Delaware corporation ("Company"),
and __________________________, a ____________________
corporation ("Purchaser"), is dated as of _____________________.

Recitals

A.  Purchaser desires to purchase, and the Company desires to
sell, shares of the Company's common stock, on the terms and
conditions as are set forth below; and

B.  The parties intend that the issuance of the shares as
anticipated by this Agreement shall be accomplished by
registration under the Securities Act of 1933, as amended (the
"Securities Act"), and by registration or qualification under the
securities laws, if any, of the local jurisdiction.

THEREFORE, in consideration of the mutual promises and covenants
set forth below and for other good and valuable consideration,
the receipt and sufficiency of which the parties acknowledge by
their signatures below, the parties agree as follows (capitalized
terms shall have the meanings ascribed to such terms in Exhibit A
hereto, unless otherwise indicated):

1.  Purchase of Common Stock.

1.1  Shares.  Subject to the terms and conditions of this
Agreement, the Company agrees to issue and sell to Purchaser, and
Purchaser agrees to acquire from the Company, at each Closing, a
number of shares of Common Stock determined in accordance with
the following formula (the "Shares"):

Put Amount: Eighty percent (80%) of the Lowest Market Price on
the Five (5) Business Days immediately following the Put Notice
Date.

In connection therewith, for each Share purchased by Purchase,
the Company agrees to issue one warrant ("Warrant") to purchase
one share of Common Stock of the Company at eighty percent (80%)
of the closing bid price of the Common Stock on the Effective
Date, as reported by Bloomberg, LP, and as reflected in the Form
of Warrant attached as Exhibit B hereto to be issued by the
Company.

1.2  Closings.  Each Closing shall take place at 2:00 p.m.
on the fifth (5th) Business Day after the issuance of a Put
Notice as defined below, at such place, time or date as the
parties may mutually agree to in writing.  At each Closing,
Purchaser shall deliver funds in U.S. dollars by wire transfer of
immediately available funds to an account designated by the
Company.

2.  Closings and Escrow.

2.1  Closing. Each closing shall occur on the Share Payment Date
at such place, time or date as the parties may mutually agree to
in writing.  At the Initial Closing,

(a)  the Company shall deliver to Purchaser (i) a certificate or
certificates evidencing the Initial Shares, and (ii) the Initial
Warrant, duly executed on behalf of the Company; and

(b)  Purchaser shall deliver to the Company (i) the Initial
Purchase Price times the number of Initial Shares, in U.S.
dollars by wire transfer of immediately available funds to an
account designated by the Company.

2.2  Purchases.

(a)  The Purchaser hereby unconditionally and irrevocably agrees
to purchase from the Company up to 25,000,000 shares of  common
stock ("Common Stock") in one or more Tranches on and subject to
the terms and conditions provided this Section 2.2.

(b)  Commencing on or before the Effective Date, the Company may
give a notice (a "Put Notice") to the Purchaser.  The date the
Put Notice is given to the Purchaser is referred to as the "Put
Notice Date"  The Put Notice shall specify  the dollar amount
(the "Put Amount") of the Common Stock to be purchased by the
Purchaser (which amount shall be not be less than ten thousand
dollars ($10,000) and not more than one million dollars
($1,000,000) in any given Put Notice).

(c)  Except as specifically provided in this Section 2.3, the
purchase and sale of Additional Common Stock effected on each
Additional Closing Date shall be conducted as if it were the
transactions referred to in the Transaction Agreements (other
than this Section 2.3).  By way of illustration, and not in
limitation, of the foregoing, each of the Company and the
Purchaser shall be deemed to have made all of the representation,
warranties and covenants set forth in the Transaction Agreements
as of the Additional Common Stock and the related Warrants.

(d)  It shall be a condition to the Company's right to issue a
Put Notice that, as of the Put Notice Date and the relevant
Additional Closing Date, the representations and warranties of
the Company contained in Article 4 hereof shall be true and
correct in all material respects (and the Company's issuance of
the Additional Common Stock shall constitute the Company's making
each such representation and warranty as of such date) and there
shall have been no material adverse changes (financial or
otherwise) in the business or conditions of the Company from the
Initial Closing Date through and including the Additional Closing
Date (and the Company's issuance of the Additional Common Stock
shall constitute the Company's making such representation and
warranty as of such date).

(f)  Except to the extent specifically contemplated by the
provisions of this Section, the closing of each Additional
Tranche shall be conducted upon the same terms and conditions as
those applicable to the closing held on the Initial Closing Date.

(g)  The Purchaser's obligations under this Section 2.2 shall
terminate  eighteen (18) months after the Initial Closing Date.

2.5  Share Issuance.

(a)  Not later than two (2) business days after the Share
Valuation Date, the Company shall deliver a letter [in the form
annexed hereto as Exhibit 2.5], to the  Share Escrow Agent,
advising the Share Escrow Agent of the maximum number of shares
that may be sold by the Purchaser free of restrictive legend
pursuant to a Put Notice.  Purchaser shall make payment of the
Put Notice Amount (less any applicable legal or other fees)
within three (3) business days after delivery of such share
letter to the Escrow Agent ("Share Payment Date").

(b)  In the event the Company does not deliver the requisite
instructions under Section 2.5(a)  to the Escrow Agent within two
(2) business days after the Share Valuation Date, the Purchaser
may at its option, elect to treat the Put Notice as null and
void.

(c)  If the effectiveness of the Registration Statement shall be
suspended for any reason, Purchaser shall be under no obligation
to accept or honor any Put Notice for a minimum period of fifteen
(15) days after the lifting of such terms or suspension of such
Registration Statement.

3.  Representations and Warranties of Purchaser.  To induce the
Company's acceptance of this Agreement, Purchaser hereby
certifies, represents and warrants to the Company and its agents
and attorneys as follows, which representations and warranties
are solely for the benefit of the Company and may be waived in
whole or in part at any time prior to Closing by the Company:

3.1  Intent.  Purchaser will be acquiring the Securities for its
own account, and Purchaser has no present arrangement (whether or
not legally binding) to sell any of the Securities to or through
any Person; provided, however, that by making the representations
herein, Purchaser does not agree to hold any of the Securities
for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with U.S.
federal and state securities laws applicable to such disposition
and any restrictions imposed on such transfer by this Agreement
or the instruments and documents executed in connection with this
Agreement.  Purchaser understands that the Securities must be
held indefinitely unless the Securities are subsequently
registered under the Securities Act or an exemption from
registration is available.  Purchaser has been advised or is
aware of the provisions of Rule 144 promulgated under the
Securities Act.

3.2  Sophisticated Investor.  Purchaser is a "sophisticated
investor" in that it has such knowledge and experience in
business and financial matters that it is capable of evaluating
the merits and risks of an investment in the Company's
securities.

3.3  Ability of Purchaser to Bear Risk of Investment.  Purchaser
acknowledges that the Securities are speculative investments and
involve a high degree of risk and Purchaser is able to bear the
economic risk of an investment in the Securities, and, at the
present time, is able to afford a complete loss of such
investment.

3.4  Authority.  This Agreement has been duly authorized and
validly executed and delivered by Purchaser and (assuming due
authorization and valid execution by the Company) is a legal,
valid and binding agreement of Purchaser enforceable against
Purchaser in accordance with its terms, subject to general
principles of equity and to bankruptcy, insolvency or similar
laws relating to, or affecting generally the enforcement of
creditors' rights and remedies or by other equitable principles
of general application.  The person or persons executing this
Agreement and all exhibits to this Agreement and documents or
instruments executed in connection with this Agreement on behalf
of Purchaser have all requisite authority to do so on behalf of
Purchaser.

3.5  Brokers, Finders.  Purchaser has taken no action which would
give rise to any claim by any Person for brokerage commission,
finder's fees or similar payments by the Company relating to this
Agreement or the transactions contemplated hereby.  The Company
shall have no obligation with respect to such fees or with
respect to any claims made by or on behalf of other Persons for
fees of a type contemplated in this Section 3.5 that may be due
in connection with the transactions contemplated hereby, except
as expressly provided in Section 4.14.

3.6  Organization; Authority.  Purchaser is an entity
organized, validly existing and in good standing under the laws
of the jurisdiction of its organization with the requisite power
and authority to enter into and to consummate the transactions
contemplated by this Agreement and to carry out its obligations
thereunder.  The acquisition of the Securities and the payment of
the purchase price therefor by Purchaser have been duly
authorized by all necessary action on the part of Purchaser.

3.7  Absence of Conflicts.  The execution and delivery of this
Agreement and any other document or instrument executed in
connection herewith (collectively with this Agreement, the
"Transaction Documents"), and the consummation of the
transactions contemplated by the Transaction Documents, and
compliance with the requirements thereof, will not violate any
law, rule, regulation, order, writ, judgment, injunction, decree
or award binding on Purchaser, or the provision of any indenture,
instrument or agreement to which Purchaser is a party or is
subject, or by which Purchaser or any of its assets is bound, or
conflict with or constitute a material default thereunder, or
require the approval of any third-party pursuant to any material
contract, agreement, instrument, relationship or legal obligation
to which Purchaser is subject or to which any of its assets,
operations or management may be subject.

3.8  Disclosure; Access to Information.  Purchaser  has received
copies of or has had access to all documents, records, books and
other information pertaining to Purchaser's investment in the
Company and the Securities that have been requested by Purchaser.
 Purchaser has been afforded the opportunity to ask questions of
and receive answers from the Company and its management
concerning all aspects of the Company and of this transaction.
Purchaser further acknowledges that it understands that the
Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Purchaser has reviewed or received copies of any such reports
that have been requested by it.  Purchaser further acknowledges
that it has been provided with copies of the Company's
certificate of incorporation, as amended (the "Certificate"), and
the Company's by-laws (the "By-Laws").

3.9  Manner of Sale.  At no time was Purchaser presented with or
solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general
solicitation or advertising with respect to the Securities.

3.10  Accuracy of Other Materials.  To the extent Purchaser has
received from the Company documents or other materials which
constitute summaries, projections, forecasts or estimates,
Purchaser acknowledges the following with respect to such
documents or other materials: Such documents or other materials
are intended to illustrate projected financial and other results
based upon a set of assumptions (in some cases based on
information obtained by the Company from outside sources) the
Company views as reasonable and obtainable; all such summaries,
projections, forecasts or estimates pertaining to revenue growth,
profitability and other similar financial or market data are
forward-looking statements; such statements are subject to
certain risks and uncertainties that could cause actual results
to differ materially from those projected; and no representations
or warranties of future performance by or market trends for the
Company are intended, and such are expressly disclaimed.

3.11  Accuracy of Representations and Information.  All
representations made by Purchaser in this Agreement and all
documents and instruments related to this Agreement, and all
information provided by Purchaser to the Company concerning
Purchaser are correct and complete in all material respects as of
the date hereof.

4.  Representations and Warranties of the Company. Except as
otherwise set forth in the schedules hereto, the Company hereby
represents and warrants to Purchaser as follows, which
representations and warranties are solely for the benefit of
Purchaser and may be waived in whole or in part by Purchaser at
any time prior to Closing:

4.1  Company Status.  The Company has registered the Common Stock
pursuant to Section 12(g) of the Exchange Act, is in full
compliance with all reporting requirements of the Exchange Act,
and the Company has maintained all requirements for the continued
listing of the Common Stock, and such Common Stock is currently
listed on the Over the Counter Bulletin Board.

4.2  Current Public Information.  The Company has furnished or
made available to Purchaser true and correct copies of all
registration statements, reports and documents, including proxy
statements (other than preliminary proxy statements), filed with
SEC by or with respect to the Company since August 31, 1998 and
prior to the date of this Agreement, pursuant to the Securities
Act or the Exchange Act (collectively, the "SEC Documents").  The
SEC Documents are the only filings made by or with respect to the
Company since December 31, 1998 pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act or pursuant to the
Securities Act.  The Company has filed all reports, schedules,
forms, statements and other documents  required to be filed under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act since
August 31, 1998 and prior to the date of this Agreement.

4.3  Valid Issuance of Common Stock.  The Company has an
authorized capitalization consisting of one hundred million
(100,000,000) shares of Common Stock, and no shares of preferred
stock.  As of June 15, 2000, the Company has issued and
outstanding eighteen million five hundred eighty-six thousand two
hundred ten (18,586,210) shares of Common Stock.

The Company also has outstanding 666,666 units, which
consist of one share of restricted common stock and one Class A
redeemable common stock purchase warrant.  Each Class A warrant
entitles the holder to purchase for $2.04 one share of common
stock and one Class B common stock purchase warrant, through
December 31, 1999.  The Company has the right to redeem the
unexercised warrants on thirty days written notice for $0.001 per
warrant.  Each Class B warrant entitles the holder to purchase
one share of common stock at $3.00 per share and is exercisable
through December 31, 2000 (extended from December 31, 1999).

There are no shares of preferred stock which are authorized in
the Certificate of Incorporation of the Company.  All of the
shares of Common Stock outstanding have been duly and validly
authorized and issued and are fully paid and non-assessable.
Except as set forth above, as of the date of this Agreement, (i)
there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares
of capital stock of the Company or any of the Subsidiaries, or
contracts, commitments, understandings or arrangements by which
the Company or any of it Subsidiaries is or may become bound to
redeem or issue additional shares of capital stock of the Company
or any of the Subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares
of capital stock of the Company or any of the Subsidiaries, (ii)
there are no outstanding debt securities, and (iii) there are no
agreements or arrangements under which the Company or any of the
Subsidiaries is obligated to register the sale of any of their
securities under the Securities Act.  There are no securities or
instruments containing any anti-dilution, right of first refusal,
preemptive rights or similar provisions that will be triggered by
the issuance of the Securities as described in this Agreement.
Upon issuance of the Securities, such securities will be duly and
validly issued, fully paid and non-assessable.

4.4  Organization and Qualification.  The Company is a
corporation duly incorporated and existing in good standing under
the laws of the Delaware and has the requisite corporate power to
own its properties and to carry on its business as now being
conducted.  The Company does not have any subsidiary, except
Growth Net, Inc., a Nevada corporation (the "Subsidiary").  The
Subsidiary is duly incorporated and existing in good standing
under the laws of the jurisdiction of its incorporation.  The
Company and its Subsidiary are duly qualified as a foreign
corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, other
than those in which the failure so to qualify would not have a
Material Adverse Effect.  "Material Adverse Effect"  means any
effect on the business, operations, properties or financial
condition of the entity or entities with respect to which such
term is used and which is material and adverse to such entity or
to other entities controlling or controlled by such entity,
and/or any condition or situation which would prohibit or
otherwise interfere with the ability of the entity or entities
with respect to which said term is used to enter into and perform
its obligations under the Transaction Documents.

4.5  Authorization: Enforcement.  (i) The Company has the
requisite corporate power and authority to enter into and perform
under the Transaction Documents and to issue the Securities in
accordance with the terms of the Transaction Documents, (ii) the
execution, issuance and delivery of the Transaction Documents by
the Company and the consummation by it of the transactions
contemplated by the Transaction Documents have been duly
authorized by all necessary corporate action, and no further
consent or authorization of the Company or its board of directors
or stockholders is required, (iii) the Transaction Documents have
been duly executed and delivered by the Company, and (iv) the
Transaction Documents (assuming due authorization and valid and
legal execution by Purchaser) constitute legal, valid and binding
obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws
relating to, or affecting generally the enforcement of,
creditors' rights and remedies or by other equitable principles
of general application.

4.6  Corporate Documents.  The Company has furnished or made
available to Purchaser true and correct copies of the Certificate
of Incorporation and the Bylaws.

4.7  No Conflicts.  The execution, delivery and performance of
the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby, including
without limitation the issuance of the Securities, do not and
will not (i) result in a violation of the Company's Certificate
or Bylaws, or (ii) conflict with, or result in a breach of or
forfeiture of any rights (or result in an event which with notice
or lapse of time or both would become a breach of or forfeiture
of any rights) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any
material agreement, indenture or instrument to which the Company
or any of the Subsidiaries is a party, or (iii) result in a
violation of any federal or state law, rule, regulation, order,
judgment or decree (including federal and state securities laws
and regulations) applicable to the Company or any of the
Subsidiaries or by which any property or asset of the Company or
any of the Subsidiaries is bound or affected (except for such
conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect).  The business of the
Company is not being conducted in violation of any law, ordinance
or regulation of any governmental entity, except for possible
violations which either singly or in the aggregate do not and
will not have a Material Adverse Effect.  The Company is not
required under federal, state or local law, rule or regulation to
obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order
for it to execute, deliver or perform any of its obligations
under this Agreement or issue and sell the Securities in
accordance with the terms of this Agreement (other than any SEC,
NASD or state securities filings which may be required to be made
by the Company subsequent to any closing hereunder, and any
registration statement which may be filed in furtherance of this
Agreement); provided that, for purposes of the representation
made in this sentence, the Company is assuming and relying upon
the accuracy of the relevant representations and agreements of
Purchaser herein.  Neither the Company nor any of the
Subsidiaries is in violation of any material term of or in
material default under its Certificate or By-laws or their
organizational charter or by-laws, respectively, or any material
contract, agreement, mortgage, indebtedness, indenture,
instrument, judgment, decree of order or any statute, rule or
regulation applicable to the Company or the Subsidiaries, which
has not been duly waived as of the date of this Agreement.

4.8  SEC Documents.  As of their respective dates, the SEC
Documents complied, and all similar documents filed with the SEC
prior to each Closing Date will comply, in all material respects
with the requirements of the Securities Act or the Exchange Act,
as the case may be, and rules and regulations of the SEC
promulgated thereunder and other federal, state and local laws,
rules and regulations applicable to such SEC Documents, and none
of the SEC Documents contained, nor will any similar document
filed with the SEC prior to each Closing Date contain, any untrue
statement of a material fact or omitted or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances
under which they were made, not misleading.  The financial
statements of the Company included in the SEC Documents, as of
the dates thereof,  complied, and all similar documents filed
with the SEC prior to each Closing Date will comply, as to form
in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC and other
applicable rules and regulations with respect thereto.  Such
financial statements were prepared in accordance with generally
accepted accounting principles applied on a consistent basis
during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto or
(ii) in the case of unaudited interim statements, to the extent
they may not include footnotes or may be condensed or summary
statements as permitted by Form 10-QSB of the SEC) and fairly
present in all material respects the financial position of the
Company and its consolidated Subsidiaries as of the dates thereof
and the consolidated results of operations and cash flows for the
periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments).

4.9  No Undisclosed Liabilities.  Except to the extent described
in Schedule 4.10, the Company and the Subsidiaries have no
liabilities or obligations of a financial nature (whether
accrued, absolute, contingent or otherwise), which are material,
individually or in the aggregate, and are not disclosed in the
SEC Documents, other than those incurred in the ordinary course
of the Company's or the Subsidiaries' respective businesses
consistent with past practice since December 31, 1996, and which,
individually or in the aggregate, do not or would not have a
Material Adverse Effect on the Company.

4.10  Litigation and Other Proceedings.  Except as may be set
forth in the SEC Documents or otherwise disclosed in writing to
Purchaser, there are no lawsuits or proceedings pending or to the
best knowledge of the Company threatened, against the Company,
nor has the Company received any written or oral notice of any
such action, suit, proceeding or investigation, which might have
a Material Adverse Effect on the Company or which might
materially adversely affect the transactions contemplated by this
Agreement.  Except as set forth in the SEC Documents, no
judgment, order, writ, injunction or decree or award has been
issued by or, to the best knowledge of the Company, requested of
any court, arbitrator or governmental agency which might result
in a Material Adverse Effect or which might materially adversely
affect the transactions contemplated by this Agreement.

4.11  Other Documents or Materials.  With respect to any document
or other materials received by Purchaser from the Company or its
representatives other than the Transaction Documents and the SEC
Documents, (i) the Company has no reason to believe any of such
documents and materials or any projections contained therein, as
of the date of such other documents or materials, contained
material errors or misstatements or do not adequately describe
the status of the development of the Company's technologies or
its business as of such date, and (ii) such documents, materials
and projections were prepared by the Company and its management
in good faith.

4.12  Nature of Company.  The Company is not an open ended
investment company or a unit investment trust, registered or
required to be registered, or a closed end investment company
required to be registered, but not registered, under the
Investment Company Act of 1940.

4.13  Brokers, Finders.  Except for payment of commitment fees to
Purchaser, payment of which is the sole responsibility of the
Company, the Company has taken no action which would give rise to
any claim by any person for brokerage commission, finder's fees
or similar payments by Purchaser relating to this Agreement or
the transactions contemplated hereby.  Purchaser shall have no
obligation with respect to such fees or with respect to any
claims made by or on behalf of other Persons for fees of a type
contemplated in this Section 4.14 that may be due in connection
with the transactions contemplated hereby.

4.14  Absence of Certain Changes.  Since December 31, 1998,
no Material Adverse Effect has been suffered by, and no material
adverse development has occurred in the business, properties,
operations, financial condition or results of operations of the
Company or the Subsidiaries.  The Company has not taken any
steps, and does not currently expect to take any steps, to seek
protection pursuant to any bankruptcy law nor does the Company or
any of the Subsidiaries have any knowledge or reason to believe
that its creditors intend to initiate involuntary bankruptcy
proceedings.

4.15  Intellectual Property Rights.  The Company and the
Subsidiaries own or possess adequate rights or licenses to use
all trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations,
trade secrets and rights necessary to conduct their respective
businesses as now conducted.  None of the Company's trademarks,
trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses,
approvals, government authorizations, trade secrets or other
intellectual property rights have expired or terminated, or are
expected to expire or terminate in the near future.   The Company
and the Subsidiaries do not have any knowledge of any
infringement by the Company or the Subsidiaries of trademarks,
trade name rights, patents, patent rights, copyrights,
inventions, licenses, service names, service marks, service mark
registrations, trade secrets or other similar rights of others,
or of any such development of similar or identical trade secrets
or technical information by others and, there is no claim, action
or proceeding being made or brought against, or to the best
knowledge of the Company, being threatened against, the Company
or the Subsidiaries regarding trademark, trade name, patent,
patent rights, invention, copyright, license, service name,
service mark, service mark registration, trade secret or other
infringement; and the Company and the Subsidiaries are unaware of
any facts or circumstances which might give rise to any of the
foregoing.  The Company and the Subsidiaries have taken
reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual
properties.

4.16  Internal Accounting Controls.  The Company is aware of no
respect in which its system of internal accounting controls is
not sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general
or specific authorizations, (ii) transactions are recorded as
necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is
permitted only in accordance with management's general or
specific authorization and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any
differences.

4.17  Tax Status.  The Company and the Subsidiaries have made or
filed all federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it
is subject and has paid all taxes and other governmental
assessments and charges that are material in amount, shown or
determined to be due on such returns, reports, declarations,
except those being contested in good faith and has set aside on
its books provisions reasonably adequate for the payment of all
taxes for periods subsequent to the periods to which such
returns, reports, or declarations apply.  There are no unpaid
taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company
know of no basis for any such claim.

4.18  Certain Transactions.  Except as set forth in Schedule 4.19
or in the SEC Documents and  except for arm's length transactions
pursuant to which the Company makes payments in the ordinary
course of business upon terms no less favorable than the Company
could obtain from third parties and other than the grant of stock
options, none of the officers, directors, or employees of the
Company (or any spouse or relative of any such person) is
presently a party to any transaction with the Company (other than
for services as employees, officers, consultants and directors),
including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to
the knowledge of the Company, any corporation, partnership, trust
or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director,
trustee or partner.

4.19  Dilution.  The Repricing Shares may increase substantially
in certain circumstances, including, but not necessarily limited
to, the circumstance wherein the trading price of the Common
Stock declines during the one hundred eighty (180) day period
following the Initial Closing Date or the Effective Date, as may
be applicable. The Company's executive officers and directors
have studied and fully understand the nature of the transactions
contemplated by this Agreement and recognize that they have a
potential dilutive effect.  The board of directors of the Company
has concluded, in its good faith business judgment, that such
issuance is in the best interests of the Company.  The Company
specifically acknowledges that its obligation to issue the
Repricing Shares is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the
ownership interests of other shareholders of the Company.

4.20  OTC BB Listing.  The Company's Common Stock is presently
quoted on the Over the Counter Bulletin Board under the symbol
"WSHP."  The Company is not in receipt of any written notice from
any stock exchange, market or trading facility on which the
Common Stock is or has been listed (or on which it is or has been
quoted) to the effect that the Company is not in compliance with
the listing or maintenance requirements of such stock exchange,
market or trading facility or that the Common Stock will be
delisted from such stock exchange, market or trading facility.

5.  Use and Disposition of Proceeds.  The Company will use the
proceeds from the sale of the Common Stock (excluding amounts
paid by the Company for legal fees and finder's fees in
connection with the sale to Purchaser) but shall not, directly or
indirectly, use such proceeds for investment in any other
affiliate or to repay debt to affiliates.

6.  Company Reliance on Purchaser's Representations.  Purchaser
understands that the Company is relying on the truth and accuracy
of the representations and warranties made herein by Purchaser in
offering the Securities for sale and in relying upon applicable
exemptions available under the Securities Act and applicable
state securities laws.

7.  Other Covenants of the Company.

7.1  Furnishing of Information.  As long as Purchaser owns
Securities, the Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company
after the date hereof pursuant to Section 13(a) or 15(d) of the
Exchange Act.  If at any time prior to the date on which
Purchaser may resell all of the Securities without volume
restrictions pursuant to Rule 144(k) promulgated under the
Securities Act (as determined by counsel to the Company pursuant
to a written opinion letter to such effect, addressed and
acceptable to the Company's transfer agent for the benefit of and
enforceable by Purchaser) the Company is not required to file
reports pursuant to such sections, it will prepare and furnish to
Purchaser and make publicly available in accordance with Rule
144(c) promulgated under the Securities Act annual and quarterly
financial statements, together with a discussion and analysis of
such financial statements in form and substance substantially
similar to those that would otherwise be required to be included
in reports required by Section 13(a) or 15(d) of the Exchange Act
in the time period that such filings would have been required to
have been made under the Exchange Act.  The Company further
covenants that it will take such further action as any holder of
Securities may reasonably request, all to the extent required
from time to time to enable such Person to sell Securities
without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act.

7.2  Limitation on Issuance of Shares.  The parties
acknowledge that the Company may be limited in the number of
shares of Common Stock it may issue by applicable OTC BB rules
without obtaining shareholder approval ("Cap Regulations").  To
the extent the Company cannot issue Repricing Shares without
violating the Cap Regulations, the Company shall provide notice
thereof to the Purchaser specifying the number of shares that may
not be repriced because of the Cap Regulations and the Company
shall be relieved of the obligation to issue such shares if it is
unable  to obtain the required shareholder vote as provided
below.  On receipt of such notice, Purchaser's request with
respect to the issuance of Repricing Shares shall be deemed
reduced by the number permitted under the Cap Regulations and
Purchaser shall have the option, exercisable in its sole and
absolute discretion, to require the Company to redeem Initial
Shares or Additional Shares for an amount in cash equal to one
hundred twenty percent (120%) of the Initial Purchase Price or
the Additional Purchase Price, as applicable.  Company's
obligation to redeem such shares shall be suspended during any
period in which such redemption would be prohibited by law.
Notwithstanding the foregoing, the Company agrees that the
Company shall, in connection with its next annual meeting,
solicit the consent of its shareholders for the issuance of
shares that would otherwise violate the Cap Regulations but for
such consent.

7.3  Available Shares.  The Company shall have at all times
authorized and reserved for issuance, free from preemptive
rights, twenty-five million (25,000,000) shares of Common Stock.

7.4  Reimbursement.  If (i) Purchaser, other than by reason
of its gross negligence or willful misconduct, becomes involved
in any capacity in any action, proceeding or investigation
brought by any stockholder of the Company, in connection with or
as a result of the consummation of the transactions contemplated
by the Transaction Documents, or if Purchaser is impleaded in any
such action, proceeding or investigation by any Person, or (ii)
Purchaser, other than by reason of its gross negligence or
willful misconduct or by reason of its trading of the Common
Stock in a manner that is illegal under applicable securities
laws, becomes involved in any capacity in any action, proceeding
or investigation brought by the SEC against or involving the
Company or in connection with or as a result of the consummation
of the transactions contemplated by the Transaction Documents, or
if Purchaser is impleaded in any such action, proceeding or
investigation by any Person, then in any such case, the Company
will reimburse Purchaser for its reasonable legal and other
expenses (including the cost of any investigation and
preparation) incurred in connection therewith, as such expenses
are incurred.  In addition, other than with respect to any matter
in which Purchaser is a named party, the Company will pay
Purchaser the charges, as reasonably determined by Purchaser, for
the time of any officers or employees of Purchaser devoted to
appearing and preparing to appear as witnesses, assisting in
preparation for hearings, trials or pretrial matters, or
otherwise with respect to inquiries, hearing, trials, and other
proceedings relating to the subject matter of this Agreement.
The reimbursement obligations of the Company under this paragraph
shall be in addition to any liability which the Company may
otherwise have, shall extend upon the same terms and conditions
to any Affiliates of Purchaser who are actually named in such
action, proceeding or investigation, and partners, directors,
agents, employees and controlling persons (if any), as the case
may be, of Purchaser and any such Affiliate, and shall be binding
upon and inure to the benefit of any successors, assigns, heirs
and personal representatives of the Company, Purchaser and any
such Affiliate and any such Person.  The Company also agrees that
neither any Purchaser nor any such Affiliate, partners,
directors, agents, employees or controlling persons shall have
any liability to the Company or any person asserting claims on
behalf of or in right of the Company in connection with or as a
result of the consummation of the Transaction Documents except to
the extent that any losses, claims, damages, liabilities or
expenses incurred by the Company result from the gross negligence
or willful misconduct of Purchaser or any inaccuracy in any
representation or warranty of Purchaser contained in herein or
any breach by Purchaser of any of the provisions hereof.

8.  Transfer Agent Instructions.

8.1  Irrevocable Instructions.  Subject to the provisions of
Section 2.5, the Company will irrevocably instruct its transfer
agent to issue securities from time to time in such amounts as
shall be required hereunder and as specified from time to time by
the Company to the transfer agent, registered in the name of
Purchaser or its nominee and in such denominations to be
specified by Purchaser in connection with each closing hereunder.
The Company warrants that no instruction other than such
instructions referred to in this Section 8 will be given by the
Company to the transfer agent and that the securities shall
otherwise be freely transferable on the books and records of the
Company as and to the extent provided in this Agreement.  Nothing
in this Section 8 shall affect in any way Purchaser's obligations
and agreement to comply with all applicable securities laws upon
resale of the Securities.

8.2  Delay.  The Company understands that a delay in the
issuance of the securities beyond the Delivery Date could result
in economic loss to Purchaser.  As compensation to Purchaser for
such loss, the Company agrees to pay late payments to Purchaser
for late issuance of unlegended securities, including Repricing
Shares, valued at Relevant Repricing Price, in accordance with
the following schedule (where "No. Days Late" is defined as the
number of days beyond five (5) business days from Delivery Date):

                                      Late Payment For Each
      No. Days Late                  $10,000 of Common Stock

               1                            $ 50
               2                            $100
               3                            $150
               4                            $200
               5                            $250
               6                            $300
               7                            $350
               8                            $400
               9                            $450
              10                            $500
             >10                            $500 +$100 for each Business
                                                 Day Late beyond 10 days

The Company shall pay any payments incurred under this Section
9.3 in immediately available funds upon demand.  Nothing herein
shall limit Purchaser's right to pursue actual damages for the
Company's failure to issue and deliver the unlegended securities
to Purchaser.

8.3  Cover.  If, by the relevant Delivery Date, the Company
fails for any reason to deliver the unlegended Shares to be
issued pursuant to Section 8.1 and after such Delivery Date,
Purchaser purchases, in an open market transaction or otherwise,
shares of Common Stock (the "Covering Shares") in order to make
delivery in satisfaction of a sale of Common Stock by Purchaser
(the "Sold Shares"), which delivery Purchaser anticipated to make
using the shares to be issued upon such conversion (a "Buy-In"),
the Company shall pay to Purchaser, in addition to all other
amounts contemplated in other provisions of the Transaction
Documents, and not in lieu thereof, the Buy-In Adjustment Amount
(as defined below).  The "Buy-In Adjustment Amount" is the amount
equal to the excess, if any, of (x) Purchaser's total purchase
price (including brokerage commissions, if any) for the Covering
Shares over (y) the net proceeds  (after brokerage commissions,
if any) received by Purchaser from the sale of the  Sold Shares.
The Company shall pay the Buy-In Adjustment Amount to the Company
in immediately available funds immediately upon demand by
Purchaser.  By way of illustration and not in limitation of the
foregoing, if Purchaser purchases shares of Common Stock having a
total purchase price (including brokerage commissions) of eleven
thousand dollars ($11,000) to cover a Buy-In with respect to
shares of Common Stock it sold for net proceeds of ten thousand
dollars ($10,000), the Buy-In Adjustment Amount which Company
will be required to pay to Purchaser will be one thousand dollars
($1,000).

8.4  Electronic Transfer.  In lieu of delivering physical
certificates representing the unlegended securities after the
Effective Date, provided the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast
Automated Securities Transfer program, upon request of Purchaser
and its compliance with the provisions contained in this
paragraph, so long as the certificates therefor do not bear a
legend and Purchaser thereof is not obligated to return such
certificate for the placement of a legend thereon, the Company
shall use its reasonable best efforts to cause its transfer agent
to electronically transmit the Common Stock issuable upon
conversion to Purchaser by crediting the account of Purchaser's
Prime Broker with DTC through its Deposit Withdrawal Agent
Commission system.

8.5  Bankruptcy.  Purchaser shall be entitled to exercise
its right under Section 2.3 notwithstanding the commencement of
any case under 11 U.S.C. Section 101 et seq. (the "Bankruptcy
Code").  In the event the Company is a debtor under the
Bankruptcy Code, the Company hereby waives to the fullest extent
permitted any rights to relief it may have under 11 U.S.C.
Section 362 in respect of the holder's repricing right.   The
Company agrees, without cost or expense to the holder, to take or
consent to any and all action necessary to effectuate relief
under 11 U.S.C. Section 362.

9.  Closing Conditions

9.1  Conditions to the Company's Obligation to Sell. The
Purchaser understands that the Company's obligation to sell the
Initial Shares and the Additional Shares on the Initial Closing
Date and the Additional Closing Date, respectively, pursuant to
this Agreement is conditioned upon:

(a)  the accuracy on each such date of the
representations and warranties of Purchaser contained in this
Agreement as if made thereon, and the performance by Purchaser on
or before such date of all covenants and agreements of Purchaser
required to be performed on or before such date;

(b)  there not being in effect any law, rule or
regulation prohibiting or restricting the transactions
contemplated hereby, or requiring any consent or approval which
shall not have been obtained, nor there being any pending or
threatened proceeding or investigation which may have the effect
of prohibiting or adversely affecting any of the transactions
contemplated by this Agreement.

9.2.  Conditions to Purchaser's Obligation To Purchase. The
Company understands that Purchaser's obligation to purchase the
Initial Shares and the Additional Shares on the Initial Closing
Date and the Additional Closing Date, respectively, pursuant to
this Agreement is conditioned upon:

(a)  the accuracy in all material respects on each such
date of the representations and warranties of the Company
contained in this Agreement as if made on such date and the
performance by the Company on or before each such date of all
covenants and agreements of the Company required to be performed
on or before such date;

(b)  on or before each such date, Purchaser having
received an opinion of counsel for the Company, dated on each
such date;

(c)  there not being in effect any law, rule or
regulation prohibiting or restricting the transactions
contemplated hereby, or requiring any consent or approval which
shall not have been obtained, nor there being any pending or
threatened proceeding or investigation which may have the effect
of prohibiting or adversely affecting any of the transactions
contemplated by this Agreement; and

(d)  from and after the date hereof to and including
the Initial Closing Date and the Additional Closing Date, the
trading of the Common Stock shall not have been suspended by the
SEC or the NASD.

10.  Indemnification.

In consideration of the Purchaser's execution and delivery
of this Agreement and acquiring the Shares hereunder, and in
addition to all of the Company's other obligations under this
Agreement, the Company shall defend, protect, indemnify and hold
harmless the Purchaser, and all of its officers, directors,
employees and agents (including, without limitation, those
retained in connection with the transactions contemplated by this
Agreement) (collectively, the "Indemnitees") from and against any
and all actions, causes of action, suits, claims, losses, costs,
penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee
is a party to the action for which indemnification hereunder is
sought), and including reasonable attorneys' fees and
disbursements (the "Indemnified Liabilities"), incurred by the
Indemnitees or any of them as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in this Agreement,
the attached Form of Warrant, or any other certificate,
instrument or document contemplated hereby or thereby; (b) any
breach of any covenant, agreement or obligation of the Company
contained in this Agreement or any other certificate, instrument
or document contemplated hereby or thereby; or (c) any cause of
action, suit or claim brought or made against such Indemnitee and
arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement or any other
instrument, document or agreement executed pursuant hereto by any
of the Indemnities, any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of
the issuance of the Shares and the Warrants, or the status of the
Purchaser,  as an investor in the Company.  To the extent that
the foregoing undertaking by the Company may be unenforceable for
any reason, the Company shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified
Liabilities, which is permissible under applicable law.

11.  General Provisions.

11.1  Assignment.  Neither this Agreement nor any rights of
Purchaser hereunder may be assigned by either party to any other
person without the prior written consent of the Company.

11.2  Attorneys' Fees.  In the event any dispute arises under
this Agreement or the documents or instruments executed and
delivered in connection with this Agreement, and the parties
hereto resort to litigation to resolve such dispute, the
prevailing party in any such litigation, in addition to all other
remedies at law or in equity, shall be entitled to an award of
costs and fees from the other party, which costs and fees shall
include, without limitation, reasonable attorneys' fees and legal
costs.

11.3  Choice of Law; Venue.  This Agreement shall be governed
by and interpreted in accordance with the laws of the State of
Delaware for contracts to be wholly performed in such state and
without giving effect to the principles thereof regarding the
conflict of laws.  Each of the parties consents to the
jurisdiction of the federal courts whose districts encompass any
part of the City of Santa Ana or the state courts of the State of
California sitting in the City of Santa Ana in connection with
any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any
objection based on forum non coveniens, to the bringing of any
such proceeding in such jurisdictions.

11.4  Costs and Expenses.  The parties shall be responsible
for and shall pay their own costs and expenses, including without
limitation attorneys' fees and accountants' fees and expenses, in
connection with the conduct of the due diligence inquiry,
negotiation, execution and delivery of this Agreement and the
instruments, documents and agreements executed in connection with
this Agreement.

11.5  Counterparts/Facsimile Signatures.  This Agreement may
be executed in one or more counterparts, each of which when so
signed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument.  In lieu
of the original, a facsimile transmission or copy of the original
shall be as effective and enforceable as the original.

11.6  Entire Agreement: Amendment.  This Agreement, together
with the exhibits to this Agreement and the other instruments and
documents delivered in connection with this Agreement constitute
the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof, and no
party shall be liable or bound to any other party in any manner
by any warranties, representations or covenants except as
specifically set forth in this Agreement or therein.  Except as
expressly provided in this Agreement, neither this Agreement nor
any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against
whom enforcement of any such amendment, waiver, discharge or
termination is sought.

11.7  Headings.  The headings of the sections and paragraphs
of this Agreement have been inserted for convenience of reference
only and do not constitute a part of this Agreement.

11.8  Notices.  All notices or other communications provided
for under this Agreement shall be in writing, and mailed,
telecopied or delivered by hand delivery or by overnight courier
service, as follows:

If to the Company:

World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705
Attention: John J. Anton
Fax No.: (714) 427-0763

With a copy to:

Brian F. Faulkner, Esq.
3900 Birch Street, Suite 113
Newport Beach, California 92660
Fax No.: (949) 975-0596

If to Purchaser:

With a copy to:


All notices and communications shall be effective as follows:
When mailed, upon three (3) business days after deposit in the
mail (postage prepaid); when telecopied, upon confirmed
transmission of the telecopied notice; when hand delivered, upon
delivery; and when sent by overnight courier, the next business
day after deposit of the notice with the overnight courier.

11.9  Publicity.  Purchaser acknowledges that this Agreement
and all or part of the Transaction Documents may be deemed to be
"material contracts" as that term is defined by Item 601(b)(10)
of Regulation S-B, and that the Company may therefore be required
to file such documents as exhibits to reports or registration
statements filed under the Securities Act or the Exchange Act.
Purchaser further agrees that the status of such documents and
materials as material contracts shall be determined solely by the
Company, in consultation with its counsel. Purchaser consents to
the Company's public disclosure of this Agreement in accordance
with the Securities Act and the Exchange Act.

11.10  Severability.  Should any one or more of the
provisions of this Agreement be determined to be illegal or
unenforceable, all other provisions of this Agreement shall be
given effect separately from the provision or provisions
determined to be illegal or unenforceable and shall not be
affected thereby.

11.11  Survival Of Representations And Warranties. The
Company's representations and warranties herein shall survive the
execution and delivery of this Agreement and the delivery of the
Securities, and shall inure to the benefit of Purchaser and its
successors and permitted assigns.

11.12  Schedules and Exhibits.  The schedules and
exhibits attached to this Agreement are a part hereof, as if
fully set forth herein.

11.13  Term.  The Purchaser's obligation hereunder to
purchase Common Stock of the Company shall expire one (1) year
from the Effective Date.

IN WITNESS WHEREOF, the parties named below have caused this
Agreement to be executed and delivered as of the date first above
written.


                                          COMPANY:

                                          World Shopping Network, Inc.



                                          By :______________________________
                                          John J. Anton, President


                                          PURCHASER:


                                          By:______________________________
                                          Name:____________________________
                                          Title:_____________________________

                                EXHIBIT A
                               DEFINITIONS

"Additional Closing" means the closing of the transactions
described in Section 1.2.

"Additional Closing Date" means the date on which each Additional
Closing takes place.

"Additional Shares" is defined in Section 1.2.

"Affiliate" has the meaning set forth in the Exchange Act and the
rules and regulations thereunder.

"Business Day" means a day on which the Nasdaq stock market is
open for regular trading.

"Closing Date" means either the Initial Closing Date or the
Additional Closing Date.

"Common Stock" means common stock, $0.001 par value per share, of
the Company.

"Effective Date" means the effective date of the registration
statement.

"Exchange Act" is defined in Section 3.8.

"Initial Closing" means the closing of the transactions described
in Section 1.1.

"Initial Closing Date" means the date on which the Initial
Closing takes place.
"Initial Purchase Price" is defined in Section 1.1.

"Initial Shares" is defined in Section 1.1.

"Warrant" means a warrant in the form attached as Exhibit B
hereto.

"Market Price"  means the closing bid price of the Common Stock
as reported, at the option of the Buyer, by Bloomberg, LP or the
National Association of Securities Dealers.

"Material Adverse Effect" is defined in Section 4.5.

"Person" means an individual, corporation, partnership,
association, trust, estate or other entity or organization,
including a governmental entity or agency.

"Put Notice" shall mean the notice delivered by the Company to
the Purchaser in compliance with the notice provisions of Section
2.2 hereof.

"Relevant Purchase Price" means, (i) with respect to the Initial
Shares, the Initial Purchase Price and (ii) with respect to the
Additional Shares, the Additional Purchase Price.

"SEC" means the U.S. Securities and Exchange Commission.

"SEC Documents" is defined in Section 4.2.

"Securities" means the Initial Shares, the Additional Shares, the
Repricing Shares, the Warrants and the shares issuable under the
Warrants.

"Securities Act" is defined in Recital B.

"Share Valuation Date" shall mean the fifth (5th) business day
after delivery of the Put Notice.

"Share Payment Date" shall mean the tenth (10th) business day
after the Put Notice.

"Subsidiaries" is defined in Section 4.5

"Trading Volume" shall mean the product of the Market Price and
the daily trading volume as reported by Bloomberg, LP.

"Transaction Documents" is defined in Section 3.7.

                             EXHIBIT B
                    FORM OF WARRANT TO PURCHASE
                      SHARES OF COMMON STOCK

Exercisable Commencing _______________;
Void after ________________

THIS CERTIFIES that, for value received,
________________________________, a ______________ corporation or
its registered assigns ("Warrantholder"), is entitled, subject to
the terms and conditions set forth in this Warrant, to purchase
from World Shopping Network, Inc., a Delaware corporation
("Company"), up to _______________________(___________) fully
paid, duly authorized and nonassessable shares of common stock
("Shares"), $0.001 par value per share, of the Company ("Common
Stock"), at any time commencing ________________ and continuing
up to 5:00 p.m. Pacific Daylight Time on _______________
("Exercise Period") at an exercise price of eighty percent (80%)
of the closing bid price of the Common Stock on the Effective
Date, as defined in the accompanying Common Stock Purchase
Agreement, as reported by Bloomberg, LP, subject to adjustment
pursuant to Section 8 hereof.

This Warrant is subject to the following provisions, terms
and conditions:

Section 1.  Transferability.

1.1  Registration.  The Warrants shall be issued only in
registered form.

1.2  Transfer.  This Warrant shall be transferable only on
the books of the Company maintained at its principal executive
offices upon surrender thereof for registration of transfer duly
endorsed by the Warrantholder or by its duly authorized attorney
or representative, or accompanied by proper evidence of
succession, assignment or authority to transfer.  Upon any
registration of transfer, the Company shall execute and deliver a
new Warrant or Warrants in appropriate denominations to the
person or persons entitled thereto.

1.3  Common Stock to be Issued.  Upon the exercise of any
Warrants and upon receipt by the Company of a facsimile or original
of Warrantholder's signed Election to Exercise Warrant (See
Exhibit A), Company shall instruct its transfer agent to issue
stock certificates, subject to the restrictive legend set forth
below, in the name of Warrantholder (or its nominee) and in such
denominations to be specified by Warrantholder representing the
number of shares of Common Stock issuable upon such exercise, as
applicable.  Company warrants that no instructions, other than
these instructions, have been given or will be given to the
transfer agent and that the Common Stock shall otherwise be freely
transferable on the books and records of the Company.  It shall be
the Company's responsibility to take all necessary actions and to
bear all such costs to issue the certificate of Common Stock as
provided herein, including the responsibility and cost for
delivery of an opinion letter to the transfer agent, if so
required.  The person in whose name the certificate of Common
Stock is to be registered shall be treated as a shareholder of
record on and after the exercise date. Upon surrender of any
Warrant that is to be converted in part, the Company shall issue
to the Warrantholder a new Warrant equal to the unconverted
amount, if so requested by Purchaser.

Section 2.  Exchange of Warrant Certificate.  Any Warrant
certificate may be exchanged for another certificate or
certificates of like tenor entitling the Warrantholder to
purchase a like aggregate number of Shares as the certificate or
certificates surrendered then entitle such Warrantholder to
purchase.  Any Warrantholder desiring to exchange a warrant
certificate shall make such request in writing delivered to the
Company, and shall surrender, properly endorsed, the certificate
evidencing the Warrant to be so exchanged.  Thereupon, the
Company shall execute and deliver to the person entitled thereto
a new Warrant certificate as so requested.

Section 3.  Terms of Warrants: Exercise of Warrants.

(a)  Subject to the terms of this Warrant, the Warrantholder
shall have the right, at any time after __________________, but
before 5:00 p.m. Pacific Daylight Time on _______________,
("Expiration Time"), to purchase from the Company up to the
number of Shares which the Warrantholder may at the time be
entitled to purchase pursuant to the terms of this Warrant, upon
surrender to the Company at its principal executive office, of
the certificate evidencing this Warrant to be exercised, together
with the attached Election to Exercise Warrant form duly filled
in and signed, and upon payment to the Company of the Warrant
Price (as defined in and determined in accordance with the
provisions of Section 7 and 8 hereof) or as provided in Section
3(a)(i) hereof, for the number of Shares with respect to which
such Warrant is then exercised.  Payment of the aggregate Warrant
Price shall be made in cash, wire transfer or by cashier's check
or any combination thereof.

(b)  Subject to the terms of this Warrant, upon such
surrender of this Warrant and payment of such Warrant Price as
aforesaid, the Company shall promptly issue and cause to be
delivered to the Warrantholder or to such person or persons as
the Warrantholder may designate in writing, a certificate or
certificates (in such name or names as the Warrantholder may
designate in writing) for the number of duly authorized, fully
paid and non-assessable whole Shares to be purchased upon the
exercise of this Warrant, and shall deliver to the Warrantholder
Common Stock or cash, to the extent provided in Section 9 hereof,
with respect to any fractional Shares otherwise issuable upon
such surrender.  Such certificate or certificates shall be deemed
to have been issued and any person so designated to be named
therein shall be deemed to have become a holder of such Shares as
of the close of business on the date of the surrender of this
Warrant and payment of the Warrant Price, notwithstanding that
the certificates representing such Shares shall not actually have
been delivered or that the Share and Warrant transfer books of
the Company shall then be closed.  This Warrant shall be
exercisable, at the sole election of the Warrantholder, either in
full or from time to time in part and, in the event that any
certificate evidencing this Warrant (or any portion thereof) is
exercised prior to the Termination Date with respect to less than
all of the Shares specified therein at any time prior to the
Termination Date, a new certificate of like tenor evidencing the
remaining portion of this Warrant shall be issued by the Company,
if so requested by the Warrantholder.

(c)  Upon the Company's receipt of a facsimile or original of
Warrantholder's signed Election to Exercise Warrant, the Company
shall instruct its transfer agent to issue one or more stock
Certificates representing that number of shares of Common Stock
which the Warrantholder is entitled to purchase in accordance with
the terms and conditions of this Warrant and the Election to
Exercise Warrant attached hereto.  The Company shall act as
Registrar and shall maintain an appropriate ledger containing the
necessary information with respect to each Warrant.

(d)  Such exercise shall be effectuated by surrendering to
the Company, or its attorney, the Warrants to be converted together
with a facsimile or original of the signed Election to Exercise
Warrant which evidences Warrantholder's intention to exercise those
Warrants indicated.  The date on which the Election to Exercise
Warrant is effective ("Exercise Date") shall be deemed to be the
date on which the Warrantholder has delivered to the Company a
facsimile or original of the signed Election to Exercise Warrant,
as long as the original Warrants to be exercised are received by
the Company or its designated attorney within five (5) business
days thereafter.  As long as the Warrants to be exercised are
received by the Company within five (5) business days after it
receives a facsimile or original of the signed Election to Exercise
Warrant, the Company shall deliver to the Warrantholder, or per the
Warrantholder's instructions, the shares of Common Stock within
three (3) business days of receipt of the Warrants to be converted.

(e)  Nothing contained in this Warrant shall be deemed to
establish or require the payment of interest to the Warrantholder
at a rate in excess of the maximum rate permitted by governing law.
 In the event that the rate of interest required to be paid exceeds
the maximum rate permitted by governing law, the rate of interest
required to be paid thereunder shall be automatically reduced to
the maximum rate permitted under the governing law and such excess
shall be returned with reasonable promptness by the Warrantholder
to the Company.

(f)  It shall be the Company's responsibility to take all
necessary actions and to bear all such costs to issue the
Certificate of Common Stock as provided herein, including the
responsibility and cost for delivery of an opinion letter to the
transfer agent, if so required.  The person in whose name the
certificate of Common Stock is to be registered shall be treated
as a shareholder of record on and after the exercise date. Upon
surrender of any Warrants that are to be converted in part, the
Company shall issue to the Warrantholder new Warrants equal to
the unconverted amount, if so requested by Warrantholder.

(g)  The Company shall at all times reserve and have
available all Common Stock necessary to meet exercise of the
Warrants by all Warrantholders of the entire amount of Warrants
then outstanding.  If, at any time Warrantholder submits an
Election to Exercise Warrant and the Company does not have
sufficient authorized but unissued shares of Common Stock
available to effect, in full, a exercise of the Warrants (a
"Exercise Default", the date of such default being referred to
herein as the "Exercise Default Date"), the Company shall issue
to the Warrantholder all of the shares of Common Stock which are
available, and the Election to Exercise Warrant as to any
Warrants requested to be converted but not converted (the
"Unconverted Warrants"), upon Warrantholder's sole option, may be
deemed null and void.  The Company shall provide notice of such
Exercise Default ("Notice of Exercise Default") to all existing
Warrantholders of outstanding Warrants, by facsimile, within one
(1) business day of such default  (with the original delivered by
overnight or two day courier), and the Warrantholder shall give
notice to the Company by facsimile within five (5) business days
of receipt of the original Notice of Exercise Default (with the
original delivered by overnight or two day courier) of its
election to either nullify or confirm the Election to Exercise
Warrant.

(h)  The Company shall furnish to Warrantholder such number
of prospectuses and other documents incidental to the
registration of the shares of Common Stock underlying the
Warrants, including any amendment of or supplements thereto.
Warrantholder shall acknowledge in writing the receipt, the
careful reading, and the understanding thereof, prior to any
exercise under this Section 3.

(i)  Each person in whose name any certificate for shares of
Common Stock shall be issued shall for all purposes be deemed to
have become the holder of record of the Common Stock represented
thereby on the date on which the Warrant was surrendered and
payment of the purchase price and any applicable taxes was made,
irrespective of date of issue or delivery of such certificate,
except that if the date of such surrender and payment is a date
when the Shares transfer books of the Company are closed, such
person shall be deemed to have become the holder of such Shares
on the next succeeding date on which such Share transfer books
are open.  The Company shall not close such Share transfer books
at any one time for a period longer than seven (7)  days.

(j)  This Warrant is exercisable in whole or in part at the
Exercise Price per share of Common Stock (as defined hereafter)
payable hereunder, payable in cash or by certified or official
bank check, or by "cashless exercise", by means of tendering this
Warrant Certificate to the Company to receive a number of shares
of Common Stock equal to the difference between the Market Value
of the shares of Common Stock issuable upon exercise of this
Warrant and the total cash exercise price thereof.  Upon
surrender of this Warrant Certificate with the annexed Notice of
Exercise duly executed, together with payment of the Exercise
Price for the shares of Common Stock purchased, the Holder shall
be entitled to receive a certificate or certificates for the
shares of Common Stock so purchased.  For the purposes of this
subsection, "Market Value" shall be an amount equal to the
average closing bid price of a share of Common Stock for the ten
(10) days preceding the Company's receipt of the Notice of
Exercise Form duly executed multiplied by the number of shares of
Common Stock to be issued upon surrender of this Warrant
Certificate.

Section 4.  Payment of Taxes.  The Company shall pay all
documentary stamp taxes, if any, attributable to the initial
issuance of the Shares; provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable, (i)
with respect to any secondary transfer of this Warrant or the
Shares or (ii) as a result of the issuance of the Shares to any
person other than the Warrantholder, and the Company shall not be
required to issue or deliver any certificate for any Shares
unless and until the person requesting the issuance thereof shall
have paid to the Company the amount of such tax or shall have
produced evidence that such tax has been paid to the appropriate
taxing authority.

Section 5.  Mutilated or Missing Warrant.   In case the
certificate or certificates evidencing this Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall, at the
request of the Warrantholder, issue and deliver in exchange and
substitution for and upon cancellation of the mutilated
certificate or certificates, or in lieu of and substitution for
the certificate or certificates lost, stolen or destroyed, a new
Warrant certificate or certificates of like tenor and
representing an equivalent right or interest, but only upon
receipt of evidence satisfactory to the Company of such loss,
theft or destruction of such Warrant and of a bond of indemnity,
if requested, also satisfactory to the Company in form and
amount, and issued at the applicant's cost.  Applicants for such
substitute Warrant certificate shall also comply with such other
reasonable regulations and pay such other reasonable charges as
the Company may prescribe.

Section 6.  Reservation of Shares. The issuance, sale and
delivery of the Warrants have been duly authorized by all
required corporate action on the part of the Company and when
issued, sold and delivered in accordance with the terms hereof
and thereof for the consideration expressed herein and therein,
will be duly and validly issued, fully paid, and non-assessable
and enforceable in accordance with their terms, subject to the
laws of bankruptcy and creditors' rights generally.  The Company
shall pay all taxes in respect of the issue thereof.  As a
condition precedent to the taking of any action that would result
in the effective purchase price per share of Common Stock upon
the exercise of this Warrant being less than the par value per
share (if such shares of Common Stock then have a par value), the
Company will take such corporate action as may, in the opinion of
its counsel, be necessary in order that the Company may comply
with all its obligations under this Agreement with regard to the
exercise of this Warrant.

Section 7.  Warrant Price.  During the Exercise Period,
the price per Share ("Warrant Price") at which Shares shall be
purchasable upon the exercise of this Warrant shall be eighty
percent (80%) of the closing bid price of the Common Stock on the
Effective Date as reported by Bloomberg, LP, subject to
adjustment pursuant to Section 8 hereof.

Section 8.  Adjustment of Warrant Price and Number of
Shares.  The number and kind of securities purchasable upon the
exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time after the date hereof upon the
happening of certain events, as follows:

8.1  Adjustments.  The number of Shares purchasable upon the
exercise of this Warrant shall be subject to adjustments as
follows:

(a)  In case the Company shall (i) pay a dividend on Common
Stock in Common Stock or securities convertible into,
exchangeable for or otherwise entitling a holder thereof to
receive Common Stock, (ii) declare a dividend payable in cash on
its Common Stock and at substantially the same time offer its
shareholders a right to purchase new Common Stock (or securities
convertible into, exchangeable for or other entitling a holder
thereof to receive Common Stock) from the proceeds of such
dividend (all Common Stock so issued shall be deemed to have been
issued as a stock dividend), (iii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common
Stock, (iv) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (v) issue by
reclassification of its Common Stock any shares of Common Stock
of the Company, the number of shares of Common Stock issuable
upon exercise of the Warrants immediately prior thereto shall be
adjusted so that the holders of the Warrants shall be entitled to
receive after the happening of any of the events described above
that number and kind of shares as the holders would have received
had such Warrants been converted immediately prior to the
happening of such event or any record date with respect thereto.
Any adjustment made pursuant to this subdivision shall become
effective immediately after the close of business on the record
date in the case of a stock dividend and shall become effective
immediately after the close of business on the effective date in
the case of a stock split, subdivision, combination or
reclassification.

(b)  In case the Company shall distribute, without receiving
consideration therefor, to all holders of its Common Stock
evidences of its indebtedness or assets (excluding cash dividends
other than as described in Section (8)(a)(ii)), then in such
case, the number of shares of Common Stock thereafter issuable
upon exercise of the Warrants shall be determined by multiplying
the number of shares of Common Stock theretofore issuable upon
exercise of the Warrants, by a fraction, of which the numerator
shall be the closing bid price per share of Common Stock on the
record date for such distribution, and of which the denominator
shall be the closing bid price of the Common Stock less the then
fair value (as determined by the Board of Directors of the
Company, whose determination shall be conclusive) of the portion
of the assets or evidences of indebtedness so distributed per
share of Common Stock.  Such adjustment shall be made whenever
any such distribution is made and shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such distribution.

(c)  Any adjustment in the number of shares of Common Stock
issuable hereunder otherwise required to be made by this Section
8 will not have to be adjusted if such adjustment would not
require an increase or decrease in one percent (1%) or more in
the number of shares of Common Stock issuable upon exercise of
the Warrant.  No adjustment in the number of Shares purchasable
upon exercise of this Warrant will be made for the issuance of
shares of capital stock to directors, employees or independent
Warrantors pursuant to the Company's or any of its subsidiaries'
stock option, stock ownership or other benefit plans or
arrangements or trusts related thereto or for issuance of any
shares of Common Stock pursuant to any plan providing for the
reinvestment of dividends or interest payable on securities of
the Company and the investment of additional optional amounts in
shares of Common Stock under such plan.

(d)  Whenever the number of shares of Common Stock issuable
upon the exercise of the Warrants is adjusted, as herein provided
the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the
number of shares of Common Stock issuable upon the exercise of
each share of the Warrants immediately prior to such adjustment,
and of which the denominator shall be the number of shares of
Common Stock issuable immediately thereafter.

(e)  The Company from time to time by action of its Board of
Directors may decrease the Warrant Price  by any amount for any
period of time if the period is at least twenty (20) days, the
decrease is irrevocable during the period and the Board of
Directors of the Company in its sole discretion shall have made a
determination that such decrease would be in the best interest of
the Company, which determination shall be conclusive.  Whenever
the Warrant Price is decreased pursuant to the preceding
sentence, the Company shall mail to holders of record of the
Warrants a notice of the decrease at least fifteen (15) days
prior to the date the decreased Warrant Price takes effect, and
such notice shall state the decreased Warrant Price and the
period it will be in effect.

8.2  Mergers or Other Corporate Action.  In the case of any
(i) consolidation or merger of the Company into any entity (other
than a consolidation or merger that does not result in any
reclassification, exercise, exchange or cancellation of
outstanding shares of Common Stock of the Company), (ii) sale,
transfer, lease or conveyance of all or substantially all of the
assets of the Company as an entirety or substantially as an
entirety, or (iii) reclassification, capital reorganization or
change of the Common Stock (other than solely a change in par
value, or from par value to no par value), in each case as a
result of which shares of Common Stock shall be converted into
the right to receive stock, securities or other property
(including cash or any combination thereof), each holder of
Warrants then outstanding shall have the right thereafter to
exercise such Warrant only into the kind and amount of
securities, cash and other property receivable upon such
consolidation, merger, sale, transfer, capital reorganization or
reclassification by a holder of the number of shares of Common
Stock of the Company into which such Warrants would have been
converted immediately prior to such consolidation, merger, sale,
transfer, capital reorganization or reclassification, assuming
such holder of Common Stock of the Company (A) is not an entity
with which the Company consolidated or into which the Company
merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("Constituent Entity"), or
an affiliate of a Constituent Entity, and (B) failed to exercise
his or her rights of election, if any, as to the kind or amount
of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer (provided that if the
kind or amount of securities, cash and other property receivable
upon such consolidation, merger, sale or transfer is not the same
for each share of Common Stock of the Company held immediately
prior to such consolidation, merger, sale or transfer by other
than a constituent entity or an affiliate thereof and in respect
of which such rights or election shall not have been exercised
("Non-Electing Share"), then for the purpose of this Section 8.2
the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer by
each Non-Electing Share shall be deemed to be the kind and amount
so receivable per share by a plurality of the non-electing
shares).  If necessary, appropriate adjustment shall be made in
the application of the provision set forth herein with respect to
the rights and interests thereafter of the holder of Warrants, to
the end that the provisions set forth herein shall thereafter
correspondingly be made applicable, as nearly as may reasonably
be, in relation to any shares of stock or other securities or
property thereafter deliverable on the exercise of the Warrants.
The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers, capital
reorganizations and reclassifications.  The Company shall not
effect any such consolidation, merger, sale or transfer unless
prior to or simultaneously with the consummation thereof the
successor company or entity (if other than the Company) resulting
from such consolidation, merger, sale or transfer assumes, by
written instrument, the obligation to deliver to the holder of
Warrants such shares of stock, securities or assets as, in
accordance with the foregoing provision, such holder may be
entitled to receive under this Section 8.2.

8.3  Statement of Warrants.  Irrespective of any adjustments
in the Warrant Price of the number or kind of shares purchasable
upon the exercise of this Warrant, this Warrant certificate or
certificates hereafter issued may continue to express the same
price and number and kind of shares as are stated in this
Warrant.

Section 9.  Fractional Shares.  Any fractional shares of
Common Stock issuable upon exercise of the Warrants shall be
rounded to the nearest whole share or, at the election of the
Company, the Company shall pay the holder thereof an amount in
cash equal to the closing bid price thereof.  Whether or not
fractional shares are issuable upon exercise shall be determined
on the basis of the total number of Warrants the holder is at the
time exercising and the number of shares of Common Stock issuable
upon such exercise.

Section 10.  No Rights as Stockholders:  Notices to
Warrantholders.  Nothing contained in this Warrant shall be
construed as conferring upon the Warrantholder or its transferees
any rights as a stockholder of the Company, including the right
to vote, receive dividends, consent or receive notices as a
stockholder with respect to any meeting of stockholders for the
election of directors of the Company or any other matter.  If,
however, at any time prior to the Expiration Time and prior to
the exercise of this Warrant, any of the following events shall
occur:

(a)  any action which would require an adjustment pursuant
to Section 8.1; or

(b)  a dissolution, liquidation or winding up of the Company or
any consolidation, merger or sale of its property, assets and
business as an entirety; then in any one or more of said events,
the Company shall give notice in writing of such event to the
Warrantholder at least ten (10) days prior to the date fixed as a
record date or the date of closing the transfer books for the
determination of the shareholders entitled to any relevant
dividend, distribution, subscription rights, or other rights or
for the effective date of any dissolution, liquidation of winding
up or any merger, consolidation, or sale of substantially all
assets, but failure to mail or receive such notice or any defect
therein or in the mailing thereof shall not affect the validity
of any such action taken.  Such notice shall specify such record
date or the effective date, as the case may be.

Section 12.  Miscellaneous.

(a)  Benefits of this Agreement.  Nothing in this Warrant shall
be construed to give to any person or corporation other than the
Company and the Warrantholder any legal or equitable right,
remedy or claim under this Warrant, and this Warrant shall be for
the sole and exclusive benefit of the Company and the
Warrantholder.

(b)  Rights Cumulative; Waivers.  The rights of each of the
parties under this Warrant are cumulative.  The rights of each of
the parties hereunder shall not be capable of being waived or
varied other than by an express waiver or variation in writing.
Any failure to exercise or any delay in exercising any of such
rights shall not operate as a waiver or variation of that or any
other such right.  Any defective or partial exercise of any of
such rights shall not preclude any other or further exercise of
that or any other such right.  No act or course of conduct or
negotiation on the part of any party shall in any way preclude
such party from exercising any such right or constitute a
suspension or any variation of any such right.

(c)  Benefit; Successors Bound.  This Warrant and the terms,
covenants, conditions, provisions, obligations, undertakings,
rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the parties hereto and their heirs,
executors, administrators, representatives, successors, and
permitted assigns.

(d)  Entire Agreement.  This Warrant contains the entire
agreement between the parties with respect to the subject matter
hereof.  There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between
them with respect to this Warrant or the matters described in
this Warrant, except as set forth in this Warrant.  Any such
negotiations, promises, or understandings shall not be used to
interpret or constitute this Warrant.

(e)  Assignment.  This Warrant may be assigned if the Assignment
of Warrant, attached as Exhibit B to this Warrant, is properly
completed, executed and delivered to the Company.

(f)  Amendment.  This Warrant may be amended only by an
instrument in writing executed by the parties hereto.

(g)  Severability.  Each part of this Warrant is intended to
be severable.  In the event that any provision of this Warrant is
found by any court or other authority of competent jurisdiction
to be illegal or unenforceable, such provision shall be severed
or modified to the extent necessary to render it enforceable and
as so severed or modified, this Warrant shall continue in full
force and effect.

(h)  Notices.  Notices required or permitted to be given
hereunder shall be in writing and shall be deemed to be
sufficiently given when personally delivered (by hand, by
courier, by telephone line facsimile transmission, receipt
confirmed, or other means) or sent by certified mail, return
receipt requested, properly addressed and with proper postage
pre-paid (i) if to the Company, at its executive office (ii) if
to the Subscriber, at the address set forth under its name in the
Purchase Agreement, with a copy to its designated attorney and
(iii) if to any other Subscriber, at such address as such
Subscriber shall have provided in writing to the Company, or at
such other address as each such party furnishes by notice given
in accordance with this Section 12(b), and shall be effective,
when personally delivered, upon receipt and, when so sent by
certified mail, four (4) business days after deposit with the
United States Postal Service.

(i)  Governing Law.  This Agreement shall be governed by the
interpreted in accordance with the laws of the State of
California without reference to its conflicts of laws rules or
principles.  Each of the parties consents to the exclusive
jurisdiction of the federal courts of the State of California in
connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non coveniens,
to the bringing of any such proceeding in such jurisdictions.

(j)  Consents.  The person signing this Warrant on behalf of
the Company hereby represents and warrants that he has the
necessary power, consent and authority to execute and deliver
this Warrant on behalf of the Company.

(l)  Further Assurances.  In addition to the instruments and
documents to be made, executed and delivered pursuant to this
Warrant, the parties hereto agree to make, execute and deliver or
cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the
requesting party may reasonably require to carry out the terms of
this Warrant and the transactions contemplated hereby.

(m)  Section Headings.  The Section headings in this Warrant
are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Warrant.

(n)  Construction.  Unless the context otherwise requires, when
used herein, the singular shall be deemed to include the plural,
the plural shall be deemed to include each of the singular, and
pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.

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

                                  COMPANY:

                                  World Shopping Network, Inc.


                                  By: ________________________
                                  John J. Anton, President

                               EXHIBIT A
                    ELECTION TO EXERCISE WARRANT

The undersigned hereby irrevocably elects to exercise the right
of purchase represented by the within Warrant for, and to
purchase thereunder, _______shares of Common Stock ("Shares")
provided for therein, and requests that certificates for the
Shares be issued in the name of:*

Name:___________________________________________________________
Address:_________________________________________________________
Social Security
No.________________________________________________
or Tax ID
Number:_________________________________________________

and, if such number of Shares shall not be all of the Shares
purchasable under the Warrant, that a new Warrant certificate for
the balance of the Shares purchasable under the within Warrant be
registered in the name of the undersigned Warrantholder or his
Assignee* as indicated below and delivered to the address stated
below:

Dated: _________________, 19___

Name of Warrantholder of
Assignee (Please
Print)_____________________________________________

Address:_________________________________________________________

Signature:_______________________________________________________
_

Signature
Guaranteed:______________________________________________
                     Signature of Guarantor


*  The Warrant contains restrictions on sale, assignment or
transfer.

**  Note:  The above signature must correspond with the name as
written on 	the face of this Warrant certificate in every
particular, without alteration or enlargement or any change
whatever, unless this warrant has been assigned.

                            EXHIBIT B
                    ASSIGNMENT OF WARRANT

          (To be signed only upon assignment of Warrant)*

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

________________________________________________________________

________________________________________________________________
(Name and Address of Assignee must be Printed or Typewritten)

the within Warrant, hereby irrevocably constituting and
appointing _________Attorney to transfer said Warrant on the
books of the Company, with full power of substitution in the
premises.


Dated: ___________________, 19____



                              ________________________________**
                               Signature of Registered Holder

Signature Guaranteed: ________________________________
                           Signature of Guarantor

*  The Warrant contains restrictions on sale, assignment or
transfer.

**  Note:  The signature of this assignment must correspond with
the name as it appears upon the face of the Warrant certificate
in every particular, without alteration or enlargement or any
change whatever.