THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE WARRANT UNDER SUCH ACT AND APPLICABLE LAWS OR SOME
OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


Warrant No.  2                       Warrant to Purchase Two Million (2,000,000)
                                     Shares of Common Stock



                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                             ASIA WEB HOLDINGS, INC.
                            Void after June 19, 2005


                  This certifies that, for value received, Selim K. Zilkha
Trust, established under the laws of the State of California ("Zilkha") or
registered assigns ("Holder") is entitled, subject to the terms set forth below,
to purchase from Asia Web Holdings, Inc. (the "Company" or "AWHI"), a Delaware
corporation, shares of Common Stock of the Company, as constituted on the date
hereof (the "Warrant Issue Date"), upon surrender hereof, at the principal
office of the Company referred to below, with the subscription form attached
hereto duly executed, and simultaneous payment therefor in lawful money of the
United States or otherwise as hereinafter provided, at the Exercise Price as set
forth in Section 2 below. The number, character and Exercise Price of such
shares of Common Stock are subject to adjustment as provided below. The term
"Warrant" as used herein shall include this Warrant, and any warrants delivered
in substitution or exchange therefor as provided herein.


1.                TERM OF WARRANT. Subject to the terms and conditions set forth
                  herein, this Warrant shall be exercisable, in whole or in
                  part, during the term commencing on the Warrant Issue Date and
                  ending at 5:00 p.m., Pacific Standard Time, on June 19, 2005,
                  and shall be void thereafter.

2.                EXERCISE PRICE. The "Exercise Price" at which this Warrant may
                  be exercised shall be Five Dollars ($5.00) per share of Common
                  Stock, as adjusted from time to time pursuant to Section 11
                  hereof.

3.                EXERCISE OF WARRANT.

                  (a)      The purchase rights represented by this Warrant are
                           exercisable by the Holder in whole or in part, but
                           not for less than 100,000 shares at a time (or such
                           lesser number of shares which may then constitute the
                           maximum number purchasable; such number being subject
                           to adjustment as provided in Section 11 below), at
                           any time, or from time to time, during the term
                           hereof as described in Section 1 above, by the
                           surrender of this Warrant and the Notice of Exercise
                           annexed hereto duly completed and executed on behalf

                                       -1-
<PAGE>

                           of the Holder, at the office of the Company (or such
                           other office or agency of the Company as it may
                           designate by notice in writing to the Holder at the
                           address of the Holder appearing on the books of the
                           Company), upon payment (i) in cash or by check
                           acceptable to the Company, (ii) by cancellation by
                           the Holder of indebtedness or other obligations of
                           the Company to the Holder, or (iii) by a combination
                           of (i) and (ii), of the purchase price of the shares
                           to be purchased.

                  (b)      This Warrant shall be deemed to have been exercised
                           immediately prior to the close of business on the
                           date of its surrender for exercise as provided above,
                           and the person entitled to receive the shares of
                           Common Stock issuable upon such exercise shall be
                           treated for all purposes as the holder of record of
                           such shares as of the close of business on such date.
                           As promptly as practicable on or after such date and
                           in any event within ten (10) days thereafter, the
                           Company at its expense shall issue and deliver to the
                           person or persons entitled to receive the same a
                           certificate or certificates for the number of shares
                           issuable upon such exercise. In the event that this
                           Warrant is exercised in part, the Company at its
                           expense will execute and deliver a new Warrant of
                           like tenor exercisable for the number of shares for
                           which this Warrant may then be exercised.

4.                NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
                  representing fractional shares shall be issued upon the
                  exercise of this Warrant. In lieu of any fractional share to
                  which the Holder would otherwise be entitled, the Company
                  shall make a prompt cash payment equal to the Fair Market
                  Value of a share of Common Stock multiplied by such fraction.

5.                REPLACEMENT OF WARRANT. On receipt of evidence reasonably
                  satisfactory to the Company of the loss, theft, destruction or
                  mutilation of this Warrant and, in the case of loss, theft or
                  destruction, on delivery of an indemnity agreement reasonably
                  satisfactory in form and substance to the Company or, in the
                  case of mutilation, on surrender and cancellation of this
                  Warrant, the Company at its expense shall execute and deliver,
                  in lieu of this Warrant, a new warrant of like tenor and
                  amount.

6.                RIGHTS OF STOCKHOLDERS. Subject to Sections 9 and 11 of this
                  Warrant, the Holder shall not be entitled to vote or receive
                  dividends or be deemed the holder of Common Stock or any other
                  securities of the Company that may at any time be issuable on
                  the exercise hereof for any purpose, nor shall anything
                  contained herein be construed to confer upon the Holder, as
                  such, any of the rights of a stockholder of the Company or any
                  right to vote for the election of directors or upon any matter
                  submitted to stockholders at any meeting thereof, or to give
                  or withhold consent to any corporate action (whether upon any
                  recapitalization, issuance of stock, reclassification of
                  stock, change of par value, or change of stock to no par
                  value, consolidation, merger, conveyance, or otherwise) or to
                  receive notice of meetings, or to receive dividends or
                  subscription rights or otherwise until the Warrant shall have
                  been exercised as provided herein.

                                      -2-
<PAGE>

7.                TRANSFER OF WARRANT.

                  (a)      WARRANT REGISTER. The Company will maintain a
                           register (the "Warrant Register") containing the
                           names and addresses of the Holder or Holders. Any
                           Holder of this Warrant or any portion thereof may
                           change his or her address as shown on the Warrant
                           Register by written notice to the Company requesting
                           such change. Any notice or written communication
                           required or permitted to be given to the Holder may
                           be delivered or given by mail to such Holder as shown
                           on the Warrant Register and at the address shown on
                           the Warrant Register. Until this Warrant is
                           transferred on the Warrant Register of the Company,
                           the Company may treat the Holder as shown on the
                           Warrant Register as the absolute owner of this
                           Warrant for all purposes, notwithstanding any notice
                           to the contrary.

                  (b)      WARRANT AGENT. The Company may, by written notice to
                           the Holder, appoint an agent for the purpose of
                           maintaining the Warrant Register referred to in
                           Section 7(a) above, issuing the Common Stock or other
                           securities then issuable upon the exercise of this
                           Warrant, exchanging this Warrant, replacing this
                           Warrant, or any or all of the foregoing. Thereafter,
                           any such registration, issuance, exchange, or
                           replacement, as the case may be, shall be made at the
                           office of such agent.

                  (c)      TRANSFERABILITY AND NONNEGOTIABILITY OF WARRANT. This
                           Warrant may not be transferred or assigned in whole
                           or in part without compliance with all applicable
                           federal and state securities laws by the transferor
                           and the transferee (including the delivery of
                           investment representation letters and legal opinions
                           reasonably satisfactory to the Company, if such are
                           requested by the Company). Subject to the Provisions
                           of this Warrant with respect to compliance with the
                           Securities Act of 1933, as amended (the "Act"), title
                           to this Warrant may be transferred by endorsement (by
                           the Holder executing the Assignment Form annexed
                           hereto) and delivery in the same manner as a
                           negotiable instrument transferable by endorsement and
                           delivery.

                  (d)      EXCHANGE OF WARRANT UPON A TRANSFER. On surrender of
                           this Warrant for exchange, properly endorsed on the
                           Assignment Form and subject to the provisions of this
                           Warrant with respect to compliance with the Act and
                           with the limitations on assignments and transfers
                           contained in this Section 7, the Company at its
                           expense shall issue to or on the order of the Holder
                           a new warrant or warrants of like tenor, in the name
                           of the Holder or as tile Holder (on payment by the
                           Holder of any applicable transfer taxes) may direct,
                           for the number of shares issuable upon exercise
                           hereof.

                  (a)      COMPLIANCE WITH SECURITIES LAWS

                           (i) The Holder of this Warrant, by acceptance hereof,
                  acknowledges that this Warrant and the shares of Common Stock
                  to be issued upon exercise hereof or conversion thereof are
                  being acquired solely for the Holder's own account and not as
                  a nominee for any other party, and for investment, and that
                  the Holder will not offer, sell or otherwise dispose of this
                  Warrant or any shares of Common Stock to be issued upon
                  exercise hereof or conversion thereof except under
                  circumstances that will not result in a violation of the Act

                                      -3-
<PAGE>

                  or any state securities laws. Upon exercise of this Warrant,
                  the Holder shall, if requested by the Company, confirm in
                  writing, in a form satisfactory to the Company, that the
                  shares of Common Stock so purchased are being acquired solely
                  for the Holder's own account and not as a nominee for any
                  other party, for investment, and not with a view toward
                  distribution or resale.

                           (ii) This Warrant and all shares of Common Stock
                  issued upon exercise hereof or conversion thereof shall be
                  stamped or imprinted with a legend in substantially the
                  following form (in addition to any legend required by state
                  securities laws):

                  THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
                  INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
                  LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
                  ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
                  SAID ACT AND APPLICABLE LAWS. COPIES OF THE AGREEMENT COVERING
                  THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR
                  TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
                  MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE
                  COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

8.                RESERVATION OF STOCK. The Company covenants that during the
                  term this Warrant is exercisable, the Company will reserve
                  from its authorized and unissued Common Stock a sufficient
                  number of shares to provide for the issuance of Common Stock
                  upon the exercise of this Warrant and, from time to time, will
                  take all steps necessary to amend its Certificate of
                  Incorporation (the "Certificate") to provide sufficient
                  reserves of shares of its Common Stock for issuance. The
                  Company further covenants that all shares that may be issued
                  upon the exercise of rights represented by this Warrant and
                  payment of the Exercise Price, all as set forth herein, will
                  be free from all taxes, liens and charges in respect of the
                  issue thereof (other than taxes in respect of any transfer
                  occurring contemporaneously or otherwise specified herein).
                  The Company agrees that its issuance of this Warrant shall
                  constitute full authority to its officers who are charged with
                  the duty of executing stock certificates to execute and issue
                  the necessary certificates for shares of Common Stock upon the
                  exercise of this Warrant.

9.                NOTICES. (a) Whenever the Exercise Price or number of shares
                  purchasable hereunder shall be adjusted pursuant to Section 11
                  hereof, the Company shall issue a certificate signed by its
                  Chief Financial Officer setting forth, in reasonable detail,
                  the event requiring the adjustment, the amount of the
                  adjustment, the method by which such adjustment was
                  calculated, and the Exercise Price and number of shares
                  purchasable hereunder after giving effect to such adjustment,
                  and shall cause a copy of such certificate to be mailed (by
                  first-class mail, postage prepaid) to the Holder of this
                  Warrant.

                  (b) In case:

                                      -4-
<PAGE>

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

                           (ii) of any capital reorganization of the Company,
                  any reclassification of the capital stock of the Company, any
                  consolidation or merger of the Company with or into another
                  corporation, or any conveyance of all or substantially all of
                  the assets of the Company to another corporation, or

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

                  (c) All such notices, advices and communications shall be
                  deemed to have been received (i) in the case of personal
                  delivery, on the date of such delivery and (ii) in the case of
                  mailing, on the third business day following the date of such
                  mailing.

10.               AMENDMENTS. This Warrant and any term hereof may be changed,
                  waived, discharged or terminated only by an instrument in
                  writing signed by the party against which enforcement of such
                  change, waiver, discharge or termination is sought.

11.               ADJUSTMENTS. The Exercise Price and the number of shares
                  purchasable hereunder are subject to adjustment from time to
                  time as follows:

                  (a)      MERGER, SALE OF ASSETS, ETC. If at any time while
                           this Warrant, or any portion thereof, is outstanding
                           and unexpired there shall be (i) a reorganization
                           (other than a combination, reclassification, exchange
                           or subdivision of shares otherwise provided for
                           herein), (ii) a merger or consolidation of the
                           Company with or into another corporation in which the
                           Company is not the surviving entity, or a reverse
                           triangular merger in which the Company is the
                           surviving entity but the shares of the Company's
                           capital stock outstanding immediately prior to the
                           merger are converted by virtue of the merger into
                           other property, whether in the form of securities,
                           cash, or otherwise, or (iii) a sale or transfer of
                           the Company's properties and assets as, or
                           substantially as, an entirety to any other person,
                           then, as a part of such reorganization, merger,
                           consolidation, sale or transfer, lawful provision

                                       -5-
<PAGE>

                           shall be made so that the holder of this Warrant
                           shall thereafter be entitled to receive upon exercise
                           of this Warrant, during the period specified herein
                           and upon payment of the Exercise Price then in
                           effect, the number of shares of stock or other
                           securities or property of the successor corporation
                           resulting from such reorganization, merger,
                           consolidation, sale or transfer that a holder of the
                           shares deliverable upon exercise of this Warrant
                           would have been entitled to receive in such
                           reorganization, consolidation, merger, sale or
                           transfer if this Warrant had been exercised
                           immediately before such reorganization, merger,
                           consolidation, sale or transfer, all subject to
                           further adjustment as provided in this Section 11.
                           The foregoing provisions of this Section 11(a) shall
                           similarly apply to successive reorganizations,
                           consolidations, mergers, sales and transfers and to
                           the stock or securities of any other corporation that
                           are at the time receivable upon the exercise of this
                           Warrant. If the per-share consideration payable to
                           the holder hereof for shares in connection with any
                           such transaction is in a form other than cash or
                           marketable securities, then the value of such
                           consideration shall be determined in good faith by
                           the Company's Board of Directors. In all events,
                           appropriate adjustment (as determined in good faith
                           by the Company's Board of Directors) shall be made in
                           the application of the provisions of this Warrant
                           with respect to the rights and interests of the
                           Holder after the transaction, to the end that the
                           provisions of this Warrant shall be applicable after
                           that event, as near as reasonably may be, in relation
                           to any shares or other property deliverable after
                           that event upon exercise of this Warrant.

                  (b)      RECLASSIFICATION, ETC. If the Company, at any time
                           while this Warrant, or any portion hereof, remains
                           outstanding and unexpired by reclassification of
                           securities or otherwise, shall change any of the
                           securities as to which purchase rights under this
                           Warrant exist into the same or a different number of
                           securities of any other class or classes, this
                           Warrant shall thereafter represent the right to
                           acquire such number and kind of securities as would
                           have been issuable as the result of such change with
                           respect to the securities that were subject to the
                           purchase rights under this Warrant immediately prior
                           to such reclassification or other change and the
                           Exercise Price therefor shall be appropriately
                           adjusted, all subject to further adjustment as
                           provided in this Section 11.

                  (c)      SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the
                           Company at any time while this Warrant, or any
                           portion hereof, remains outstanding and unexpired
                           shall split, subdivide or combine the securities as
                           to which purchase rights under this Warrant exist,
                           into a different number of securities of the same
                           class, the Exercise Price for such securities shall
                           be proportionately decreased in the case of a split
                           or subdivision or proportionately increased in the
                           case of a combination.

                  (d)      ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER
                           SECURITIES OR PROPERTY. If while this Warrant, or any
                           portion hereof, remains outstanding and unexpired,
                           the holders of the securities as to which purchase
                           rights under this Warrant exist at the time shall
                           have received, or, on or after the record date fixed
                           for the determination of eligible stockholders, shall

                                      -6-
<PAGE>

                           have become entitled to receive, without payment
                           therefor, other or additional stock or other
                           securities or property (other than cash) of the
                           Company by way of dividend, then and in each case,
                           this Warrant shall represent the right to acquire, in
                           addition to the number of shares of the security
                           receivable upon exercise of this Warrant, and without
                           payment of any additional consideration therefor, the
                           amount of such other or additional stock or other
                           securities or property (other than cash) of the
                           Company that such holder would hold on the date of
                           such exercise had it been the holder of record of the
                           security receivable upon exercise of this Warrant on
                           the date hereof and had thereafter, during the period
                           from the date hereof to and including the date of
                           such exercise, retained such shares and/or all other
                           additional stock available by it as aforesaid during
                           such period, giving effect to all adjustments called
                           for during such period by the provisions of this
                           Section 11.

                  (e)      CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of
                           each adjustment or readjustment pursuant to this
                           Section 11, the Company at its expense shall promptly
                           compute such adjustment or readjustment in accordance
                           with the terms hereof and furnish to each Holder of
                           this Warrant a certificate setting forth such
                           adjustment or readjustment and showing in detail the
                           facts upon which such adjustment or readjustment is
                           based. The Company shall, upon the written request,
                           at any time, of any such Holder, furnish or cause to
                           be furnished to such Holder a like certificate
                           setting forth: (i) such adjustments and
                           readjustments; (ii) the Exercise Price at the time in
                           effect; and (iii) the number of shares and the
                           amount, if any, of other property that at the time
                           would be received upon the exercise of the Warrant.

                  (f)      NO IMPAIRMENT. The Company will not, by any voluntary
                           action, avoid or seek to avoid the observance or
                           performance of any of the terms to be observed or
                           performed hereunder by the Company, but will at all
                           times in good faith assist in the carrying out of all
                           the provisions of this Section 11 and in the taking
                           of all such action as may be necessary or appropriate
                           in order to protect the rights of the Holder of this
                           Warrant against impairment.

                  (g)      LIQUIDATION; DISSOLUTION. If the Company shall
                           dissolve, liquidate or wind up its affairs, the
                           Holder shall have the right, but not the obligation,
                           to exercise this Warrant effective as of the date of
                           such dissolution, liquidation or winding up. If any
                           such dissolution, liquidation or winding up results
                           in any cash distribution to the Holder in excess of
                           the aggregate Exercise Price for the shares of Common
                           Stock for which this Warrant is exercised, then the
                           Holder may, at its option, exercise this Warrant
                           without making payment of such aggregate Exercise
                           Price and, in such case, the Company shall, upon
                           distribution to the Holder, consider such aggregate
                           Exercise Price to have been paid in full, and in
                           making such settlement to the Holder, shall deduct an
                           amount equal to such aggregate Exercise Price from
                           the amount payable to Holder.

                                      -7-
<PAGE>

12.               MISCELLANEOUS.

                  (a)      GOVERNING LAW AND MODIFICATION. This Warrant shall be
                           deemed to be made under, and shall be governed by,
                           the laws of the State of California in all respects,
                           including matters of construction, validity, and
                           performance, and its terms and provisions may not be
                           waived, altered, modified, or amended except in
                           writing duly signed by an authorized officer of the
                           Company and by the Holder. Venue shall be in the
                           State and Federal courts in the County of Los
                           Angeles, State of California.

                  (b)      ATTORNEYS' FEES AND COSTS. In addition to the amounts
                           guaranteed under this agreement, the Company agrees
                           to pay legal interest from the date of this Warrant,
                           reasonable attorneys' fees and all other costs and
                           expenses incurred by the Holder in enforcing this
                           Warrant in any action or proceeding arising out of,
                           or relating to, this Warrant.

                  (c)      SATURDAYS, SUNDAYS AND HOLIDAYS. If the expiration
                           date for this Warrant falls on a Saturday, Sunday or
                           a day on which banks in the State of California are
                           authorized or required by law to close, then the
                           exercise date will be on the following business day.

                  (d)      REMEDIES. The Company stipulates that the remedies at
                           law of the Holder in the event of any default or
                           threatened default by the Company in the performance
                           of or compliance with any of the terms of this
                           Warrant are not and will not be adequate to the
                           fullest extent permitted by law, and that such terms
                           may be specifically enforced by a decree for the
                           specific performance of any agreement contained
                           herein or by an injunction against a violation of any
                           of the terms hereof or otherwise.

                  (e)      NONWAIVER; CUMULATIVE REMEDIES. No course of dealing
                           or any delay or failure to exercise any right
                           hereunder on the part of the Holder shall operate as
                           a waiver of such right or otherwise prejudice the
                           rights, powers or remedies of the Holder. No single
                           or partial waiver by the Holder of any provision of
                           this Warrant or of any breach or default hereunder or
                           of any right or remedy shall operate as a waiver of
                           any other provision, breach, default right or remedy
                           or of the same provision, breach, default, right or
                           remedy on a future occasion. The rights and remedies
                           provided in this Warrant are cumulative and are in
                           addition to al rights and remedies which the Holder
                           and each Shareholder may have in law or in equity or
                           by statute otherwise.

                  (f)      SUCCESSORS AND ASSIGNS. This Warrant shall be binding
                           upon, the Company and any person or entity succeeding
                           the Company be merger, consolidation or acquisition
                           of all or substantially all of the Company's assets,
                           and all of the obligations of the Company with
                           respect to the shares of Common Stock issuable upon
                           exercise of this Warrant, shall survive the exercise,
                           expiration or termination of this Warrant and all of
                           the covenants and agreements of the Company shall
                           inure to the benefit of the Holder and its successors
                           and assigns. The Company shall, at the time of
                           exercise of this Warrant, in whole or in party, upon
                           request of the Holder but at the Company's expense,
                           acknowledge in writing its continuing obligations
                           hereunder with respect to rights of the Holder to
                           which it shall continue to be entitled after such

                                      -8-
<PAGE>

                           exercise in accordance with the terms hereof;
                           provided that the failure of the Holder to make any
                           such request shall not affect the continuing
                           obligation of the Company to the Holder in respect of
                           such rights.

                  (g)      INTEGRATION. This Warrant and that certain Stock
                           Purchase Agreement to which the Company and the
                           original Holder of this Warrant are parties replace
                           all prior and contemporaneous agreements and
                           supersede all prior and contemporaneous negotiations
                           between the parties with respect to the transactions
                           contemplated herein and constitute the entire
                           agreement of the parties with respect to the
                           transactions contemplated herein.

                  (f)      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
                           representations and warranties of the Company in this
                           Warrant shall survive the execution and delivery of
                           this Warrant and the consummation of the transactions
                           contemplated hereby, notwithstanding any
                           investigation by the Holder or its agents.


                  IN WITNESS WHEREOF, ASIA WEB HOLDINGS, INC. has caused this
Warrant to be executed by its officers thereunto duly authorized.

Dated:   June 19, 2000


      ASIA WEB HOLDINGS, INC.                      HOLDER: Selim K. Zilkha Trust



By:   /s/ Lawrence Schaffer                  By:   /s/ Selim K. Zilkha
      --------------------------                   --------------------------

      Lawrence Schaffer, President                 Selim K. Zilkha, Trustee

                                      -9-
<PAGE>

                               NOTICE OF EXERCISE



To:      ASIA WEB HOLDINGS, INC.

By:


         (1) The undersigned hereby: (A) elects to purchase shares of Common
Stock of ASIA WEB HOLDINGS, INC. pursuant to the provisions of Section 3(a) of
the attached Warrant, and tenders herewith payment of the purchase price for
such shares in full.

         (2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock thereof are being acquired solely
for the account of the undersigned and not as a nominee for any other party, and
for investment, and that the undersigned will not offer, sell or otherwise
dispose of any such shares of Common Stock except under circumstances that will
not result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws.

         (3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:


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



         (4) Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is
specified below:


                      -------------------------------------
                      (Name)


Dated:
               -------------------------------------


By:
               -------------------------------------

                                      -10-
<PAGE>

                                 ASSIGNMENT FORM



         FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below:


Name of Assignee                    Address                        No. of Shares






and does hereby irrevocably constitute and appoint ____________________ to make
such transfer on the books of ASIA WEB HOLDINGS, INC., maintained for the
purpose, with full power of substitution in the premises.

         The undersigned also represents that, by assignment hereof, the
Assignee acknowledges that this Warrant and the shares of stock to be issued
upon exercise hereof are being acquired for investment and that the Assignee
will not offer, sell or otherwise dispose of this Warrant or any shares of stock
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws. Further, the Assignee has acknowledged that
upon exercise of this Warrant, the Assignee shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the shares of
stock so purchased are being acquired for investment and not with a view toward
distribution or resale.

Dated:
               -------------------------------------


By:
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                                      -11-