EXHIBIT 4.5

        THIS WARRANT AND THE SHARES  ISSUABLE  UPON THE EXERCISE OF THIS WARRANT
        HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
        EXCEPT  AS  OTHERWISE  SET  FORTH  HEREIN  OR IN A  SECURED  CONVERTIBLE
        DEBENTURE  PURCHASE  AGREEMENT  DATED AS OF MAY 11,  2000,  NEITHER THIS
        WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,  TRANSFERRED  OR ASSIGNED IN
        THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH SECURITIES
        UNDER SAID ACT,  OR AN OPINION OF COUNSEL IN FORM,  SUBSTANCE  AND SCOPE
        CUSTOMARY  FOR  OPINIONS  OF COUNSEL IN  COMPARABLE  TRANSACTIONS,  THAT
        REGISTRATION  IS NOT REQUIRED  UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO
        RULE 144 UNDER SUCH ACT.


                             STOCK PURCHASE WARRANT


        THIS CERTIFIES THAT, for value received, NEW MILLENNIUM CAPITAL PARTNERS
II, LLC, or its  registered  assigns,  is  entitled  to purchase  from  SITESTAR
CORPORATION,  a Nevada corporation (the "Company"),  at any time or from time to
time during the period specified in Paragraph 2 hereof, One Hundred  Twenty-five
Thousand  (125,000) fully paid and nonassessable  shares of the Company's Common
Stock,  par value $0.001 per share (the "Common  Stock"),  at an exercise  price
equal to $.77 (the "Exercise Price").  The term "Trading Price " means any price
at which a sale of the Common Stock is effected on the Over-the-Counter Bulletin
Board  (the  "OTC  BB")  as  reported  by  Bloomberg  Financial  Markets  or  an
equivalent,  reliable  reporting  service  mutually  acceptable to and hereafter
designated  by holders of a  majority  in  interest  of the  Debentures  and the
Borrower ("Bloomberg") or, if the OTC BB is not the principal trading market for
such  security,  the trading price of such security on the principal  securities
exchange or trading  market where such  security is listed or traded as reported
by  Bloomberg.  "Trading  Day" shall  mean any day on which the Common  Stock is
traded for any period on the OTC BB, or on the principal  securities exchange or
other securities market on which the Common Stock is then being traded. The term
"Warrant  Shares,"  as  used  herein,  refers  to the  shares  of  Common  Stock
purchasable hereunder.  The Warrant Shares and the Exercise Price are subject to
adjustment  as provided in Paragraph 4 hereof.  The term  "Warrants"  means this
Warrant  and  the  other  warrants  issued  pursuant  to  that  certain  Secured
Convertible Debenture Purchase Agreement, dated as of May 11, 2000, by and among
the Company and the Buyers listed on the execution page thereof (the "Securities
Purchase Agreement").

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


                                       1
<PAGE>

        1. Manner of  Exercise;  Issuance of  Certificates;  Payment for Shares.
Subject to the  provisions  hereof,  this Warrant may be exercised by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as it may  designate  by notice  to the  holder  hereof),  and upon (i)
payment to the Company in cash,  by certified or official  bank check or by wire
transfer  for the account of the Company of the  Exercise  Price for the Warrant
Shares specified in the Exercise  Agreement or (ii) if the resale of the Warrant
Shares  by  the  holder  is  not  then  registered   pursuant  to  an  effective
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares  specified in the  Exercise  Agreement.  The Warrant  Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee,  as
the record  owner of such  shares,  as of the close of  business  on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall have been  delivered,  and payment shall have been made for such shares as
set forth above. Certificates for the Warrant Shares so purchased,  representing
the aggregate  number of shares  specified in the Exercise  Agreement,  shall be
delivered to the holder hereof within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised. The certificates
so delivered  shall be in such  denominations  as may be requested by the holder
hereof and shall be  registered in the name of such holder or such other name as
shall be  designated by such holder.  If this Warrant shall have been  exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at the time of delivery of such certificates,  deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.

               Notwithstanding  anything in this Warrant to the contrary,  in no
event  shall the holder of this  Warrant  be  entitled  to  exercise a number of
Warrants (or portions  thereof) in excess of the number of Warrants (or portions
thereof)  upon  exercise  of which the sum of (i) the number of shares of Common
Stock  beneficially owned by the holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised  Warrants and the  unexercised or  unconverted  portion of any other
securities  of  the  Company  (including  the  Debentures  (as  defined  in  the
Securities  Purchase  Agreement))  subject  to a  limitation  on  conversion  or
exercise  analagous to the limitation  contained  herein) and (ii) the number of
shares of Common  Stock  issuable  upon  exercise of the  Warrants  (or portions
thereof) with respect to which the determination described herein is being made,
would result in  beneficial  ownership by the holder and its  affiliates of more
than 4.9% of the  outstanding  shares  of  Common  Stock.  For  purposes  of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i) of the preceding sentence.

                                       2
<PAGE>

        2. Period of Exercise.  This Warrant is  exercisable at any time or from
time to time on or after the date on which this Warrant is issued and  delivered
pursuant to the terms of the Securities Purchase Agreement and before 5:00 p.m.,
New York City time on the third (3rd)  anniversary  of the date of issuance (the
"Exercise Period").

        3. Certain  Agreements of the Company.  The Company hereby covenants and
agrees as follows:

               (a)  Shares to be Fully  Paid.  All  Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, and charges with respect
to the issue thereof.

               (b)  Reservation  of Shares.  During  the  Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Warrant,  a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

               (c) Listing. The Company shall promptly secure the listing of the
shares of Common Stock  issuable upon exercise of the Warrant upon each national
securities  exchange or automated quotation system, if any, upon which shares of
Common  Stock are then  listed  (subject to  official  notice of  issuance  upon
exercise of this  Warrant)  and shall  maintain,  so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable  upon the exercise of this Warrant;  and the Company shall
so list on each national  securities  exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

               (d)  Certain  Actions  Prohibited.   The  Company  will  not,  by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect the  exercise  privilege of the holder of this
Warrant  against  dilution or other  impairment,  consistent  with the tenor and
purpose of this Warrant.  Without limiting the generality of the foregoing,  the
Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect and (ii) will take all such actions as may be necessary or appropriate in
order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                                       3
<PAGE>

               (e) Successors and Assigns. This Warrant will be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all the Company's assets.

        4.  Antidilution  Provisions.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Paragraph 4.

        In the event  that any  adjustment  of the  Exercise  Price as  required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
to the nearest cent.

               (a)  Adjustment  of  Exercise  Price and  Number  of Shares  upon
Issuance of Common Stock.  Except as otherwise  provided in Paragraphs  4(c) and
4(e) hereof,  if and whenever on or after the date of issuance of this  Warrant,
the Company  issues or sells,  or in accordance  with  Paragraph  4(b) hereof is
deemed to have issued or sold,  any shares of Common Stock for no  consideration
or for a  consideration  per share (before  deduction of reasonable  expenses or
commissions  or  underwriting  discounts or allowances in connection  therewith)
less than the Market Price (as  hereinafter  defined) on the date of issuance (a
"Dilutive Issuance"),  then immediately upon the Dilutive Issuance, the Exercise
Price will be reduced to a price determined by multiplying the Exercise Price in
effect  immediately  prior  to the  Dilutive  Issuance  by a  fraction,  (i) the
numerator  of which is an amount equal to the sum of (x) the number of shares of
Common Stock actually  outstanding  immediately prior to the Dilutive  Issuance,
plus (y) the quotient of the aggregate consideration, calculated as set forth in
Paragraph  4(b)  hereof,  received by the Company  upon such  Dilutive  Issuance
divided  by the  Market  Price  in  effect  immediately  prior  to the  Dilutive
Issuance,  and (ii) the  denominator  of which is the total  number of shares of
Common  Stock  Deemed  Outstanding  (as  defined  below)  immediately  after the
Dilutive Issuance.

               (b) Effect on Exercise Price of Certain  Events.  For purposes of
determining  the  adjusted  Exercise  Price under  Paragraph  4(a)  hereof,  the
following will be applicable:

                    (i) Issuance of Right  or  Options.  If  th e Company in any
manner  issues  or  grants  any  warrants,  rights or  options,  whether  or not
immediately  exercisable,  to subscribe for or to purchase Common Stock or other
securities  convertible  into or  exchangeable  for Common  Stock  ("Convertible
Securities")  (such  warrants,  rights and options to purchase  Common  Stock or
Convertible  Securities are hereinafter  referred to as "Options") and the price
per share for which Common  Stock is issuable  upon the exercise of such Options
is less than the Market Price on the date of issuance or grant of such  Options,
then the  maximum  total  number of shares of  Common  Stock  issuable  upon the
exercise of all such  Options  will,  as of the date of the issuance or grant of
such Options, be deemed to be outstanding and to have been


                                       4
<PAGE>

issued and sold by the  Company  for such price per share.  For  purposes of the
preceding sentence, the "price per share for which Common Stock is issuable upon
the exercise of such Options" is determined by dividing (i) the total amount, if
any,  received or receivable by the Company as consideration for the issuance or
granting of all such Options,  plus the minimum  aggregate  amount of additional
consideration,  if any,  payable to the  Company  upon the  exercise of all such
Options,  plus, in the case of Convertible Securities issuable upon the exercise
of such  Options,  the  minimum  aggregate  amount of  additional  consideration
payable upon the  conversion  or exchange  thereof at the time such  Convertible
Securities first become  convertible or exchangeable,  by (ii) the maximum total
number of shares of Common Stock  issuable upon the exercise of all such Options
(assuming full conversion of Convertible Securities, if applicable).  No further
adjustment to the Exercise  Price will be made upon the actual  issuance of such
Common  Stock  upon the  exercise  of such  Options  or upon the  conversion  or
exchange of Convertible Securities issuable upon exercise of such Options.

                    (ii)  Issuance  of  Convertible  Securities. If the  Company
in any  manner  issues  or sells  any  Convertible  Securities,  whether  or not
immediately  convertible  (other  than  where  the  same are  issuable  upon the
exercise of Options)  and the price per share for which Common Stock is issuable
upon such  conversion  or exchange is less than the Market  Price on the date of
issuance,  then the maximum total number of shares of Common Stock issuable upon
the conversion or exchange of all such  Convertible  Securities  will, as of the
date of the issuance of such Convertible Securities, be deemed to be outstanding
and to have been issued and sold by the  Company  for such price per share.  For
the purposes of the  preceding  sentence,  the "price per share for which Common
Stock is issuable  upon such  conversion  or exchange" is determined by dividing
(i)  the  total  amount,  if any,  received  or  receivable  by the  Company  as
consideration for the issuance or sale of all such Convertible Securities,  plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the  conversion  or exchange  thereof at the time such  Convertible
Securities first become  convertible or exchangeable,  by (ii) the maximum total
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities. No further adjustment to the Exercise Price will be
made upon the actual  issuance of such Common Stock upon  conversion or exchange
of such Convertible Securities.

                                       5
<PAGE>

                    (iii) Change in Option Price or  Conversion  Rate.  If there
is a change at any time in (i) the amount of additional consideration payable to
the Company  upon the  exercise of any  Options;  (ii) the amount of  additional
consideration, if any, payable to the Company upon the conversion or exchange of
any  Convertible  Securities;  or  (iii)  the  rate  at  which  any  Convertible
Securities are  convertible  into or  exchangeable  for Common Stock (other than
under or by reason of  provisions  designed to protect  against  dilution),  the
Exercise  Price in effect at the time of such change will be  readjusted  to the
Exercise  Price which would have been in effect at such time had such Options or
Convertible  Securities still outstanding  provided for such changed  additional
consideration  or  changed  conversion  rate,  as the case  may be,  at the time
initially granted, issued or sold.

                                       6
<PAGE>

                      (iv)   Treatment   of  Expired  Options  and   Unexercised
Convertible  Securities.  If, in any case,  the total number of shares of Common
Stock issuable upon exercise of any Option or upon conversion or exchange of any
Convertible  Securities is not, in fact,  issued and the rights to exercise such
Option or to convert or exchange such Convertible  Securities shall have expired
or  terminated,  the  Exercise  Price then in effect will be  readjusted  to the
Exercise Price which would have been in effect at the time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately  prior to such  expiration or termination  (other than in respect of
the actual  number of shares of Common Stock issued upon  exercise or conversion
thereof), never been issued.

                      (v)    Calculation  of  Consideration   Received.  If  any
Common Stock, Options or Convertible  Securities are issued, granted or sold for
cash, the  consideration  received therefor for purposes of this Warrant will be
the amount  received by the Company  therefor,  before  deduction of  reasonable
commissions,  underwriting  discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock,  Options or Convertible  Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the consideration other than cash received by the Company will be the fair value
of such consideration,  except where such consideration  consists of securities,
in which case the amount of  consideration  received by the Company  will be the
Market  Price  thereof  as of the date of  receipt.  In case any  Common  Stock,
Options or Convertible Securities are issued in connection with any acquisition,
merger or consolidation in which the Company is the surviving  corporation,  the
amount of  consideration  therefor  will be deemed to be the fair  value of such
portion of the net assets and business of the  non-surviving  corporation  as is
attributable  to such Common Stock,  Options or Convertible  Securities,  as the
case may be. The fair value of any  consideration  other than cash or securities
will be determined in good faith by the Board of Directors of the Company.

                      (vi)   Exceptions  to  Adjustment  of Exercise  Price.  No
adjustment  to the  Exercise  Price  will be made (i) upon the  exercise  of any
warrants,  options or convertible securities granted,  issued and outstanding on
the date of  issuance  of this  Warrant;  (ii) upon the grant or exercise of any
stock or options which may hereafter be granted or exercised  under any employee
benefit plan of the Company now existing or to be implemented in the future,  so
long as the  issuance  of such stock or options is approved by a majority of the
independent  members of the Board of  Directors  of the Company or a majority of
the  members  of a  committee  of  independent  directors  established  for such
purpose; or (iii) upon the exercise of the Warrants.

                                       7
<PAGE>

               (c) Subdivision or Combination of Common Stock. If the Company at
any time  subdivides  (by any stock  split,  stock  dividend,  recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares of  Common  Stock
acquirable  hereunder into a greater number of shares,  then,  after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,   reorganization,
reclassification  or otherwise) the shares of Common Stock acquirable  hereunder
into a smaller  number of shares,  then,  after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination will be proportionately increased.

               (d) Adjustment in Number of Shares.  Upon each  adjustment of the
Exercise  Price  pursuant to the  provisions of this  Paragraph 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

               (e)  Consolidation,  Merger or Sale. In case of any consolidation
of the Company with, or merger of the Company into any other corporation,  or in
case of any sale or conveyance of all or substantially  all of the assets of the
Company  other than in  connection  with a plan of complete  liquidation  of the
Company,  then  as  a  condition  of  such  consolidation,  merger  or  sale  or
conveyance,  adequate  provision will be made whereby the holder of this Warrant
will have the right to acquire and receive upon exercise of this Warrant in lieu
of the  shares of  Common  Stock  immediately  theretofore  acquirable  upon the
exercise of this Warrant,  such shares of stock,  securities or assets as may be
issued or payable  with  respect to or in  exchange  for the number of shares of
Common Stock immediately  theretofore acquirable and receivable upon exercise of
this  Warrant had such  consolidation,  merger or sale or  conveyance  not taken
place. In any such case, the Company will make  appropriate  provision to insure
that the provisions of this Paragraph 4 hereof will  thereafter be applicable as
nearly as may be in  relation  to any shares of stock or  securities  thereafter
deliverable  upon the exercise of this Warrant.  The Company will not effect any
consolidation,  merger or sale or  conveyance  unless prior to the  consummation
thereof,  the  successor  corporation  (if other  than the  Company)  assumes by
written instrument the obligations under this Paragraph 4 and the obligations to
deliver to the holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing  provisions,  the holder may be entitled to
acquire.

               (f) Distribution of Assets.  In case the Company shall declare or
make any distribution of its assets  (including cash) to holders of Common Stock
as a partial  liquidating  dividend,  by way of return of capital or  otherwise,
then,  after the date of record for  determining  stockholders  entitled to such
distribution,  but prior to the date of distribution, the holder of this Warrant
shall be entitled  upon  exercise of this Warrant for the purchase of any or all
of the shares of Common  Stock  subject  hereto,  to receive  the amount of such
assets  which  would have been  payable to the holder had such  holder  been the
holder of such shares of Common  Stock on the record date for the  determination
of stockholders entitled to such distribution.

                                       8
<PAGE>

               (g) Notice of Adjustment.  Upon the occurrence of any event which
requires any adjustment of the Exercise Price,  then, and in each such case, the
Company shall give notice  thereof to the holder of this  Warrant,  which notice
shall state the Exercise Price  resulting from such  adjustment and the increase
or  decrease  in the number of  Warrant  Shares  purchasable  at such price upon
exercise,  setting forth in reasonable  detail the method of calculation and the
facts upon which such calculation is based.  Such calculation shall be certified
by the Chief Executive Officer of the Company.

               (h) Minimum  Adjustment of Exercise  Price.  No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

               (i) No Fractional  Shares.  No fractional  shares of Common Stock
are to be issued upon the exercise of this Warrant,  but the Company shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.

               (j)  Other Notices.  In case at any time:

                      (i)    the Company  shall  declare any  dividend  upon the
Common  Stock  payable  in  shares  of  stock of any  class  or make  any  other
distribution  (including  dividends  or  distributions  payable  in cash  out of
retained earnings) to the holders of the Common Stock;

                      (ii)   the  Company  shall  offer  for  subscription   pro
rata to the holders of the Common  Stock any  additional  shares of stock of any
class or other rights;

                      (iii) there  shall be any  capital  reorganization  of the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the Company  with or into,  or sale of all or  substantially  all its assets to,
another corporation or entity; or

                      (iv)   there  shall   be  a   voluntary   or   involuntary
dissolution, liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,


                                       9
<PAGE>

consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case  may be.  Such  notice  shall be given at least 30 days
prior to the record date or the date on which the Company's  books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings  referred to in clauses (i), (ii),  (iii)
and (iv) above.

               (k) Certain Events.  If any event occurs of the type contemplated
by the adjustment  provisions of this Paragraph 4 but not expressly provided for
by such  provisions,  the Company  will give notice of such event as provided in
Paragraph  4(g)  hereof,  and the  Company's  Board of  Directors  will  make an
appropriate  adjustment in the Exercise Price and the number of shares of Common
Stock  acquirable upon exercise of this Warrant so that the rights of the holder
shall be neither enhanced nor diminished by such event.

               (l)    Certain Definitions.

                      (i)    "Common  Stock  Deemed   Outstanding"  shall   mean
the number of shares of Common Stock actually  outstanding (not including shares
of Common  Stock held in the  treasury  of the  Company),  plus (x)  pursuant to
Paragraph  4(b)(i)  hereof,  the maximum  total number of shares of Common Stock
issuable upon the exercise of Options,  as of the date of such issuance or grant
of such  Options,  if any, and (y) pursuant to Paragraph  4(b)(ii)  hereof,  the
maximum  total  number of shares of Common Stock  issuable  upon  conversion  or
exchange  of  Convertible  Securities,  as of  the  date  of  issuance  of  such
Convertible Securities, if any.

                      (ii)   "Market  Price,"  as of  any  date,  (i)  means the
average of the last  reported  sale prices for the shares of Common Stock on the
OTC BB for the five (5) trading days immediately preceding such date as reported
by Bloomberg,  or (ii) if the OTC BB is not the principal trading market for the
shares of Common  Stock,  the  average of the last  reported  sale prices on the
principal trading market for the Common Stock during the same period as reported
by  Bloomberg,  or (iii) if market value cannot be calculated as of such date on
any of the foregoing  bases,  the Market Price shall be the fair market value as
reasonably  determined  in good  faith  by (a) the  Board  of  Directors  of the
Corporation  or, at the option of a  majority-in-interest  of the holders of the
outstanding  Warrants,  by (b) an  independent  investment  bank  of  nationally
recognized  standing in the valuation of  businesses  similar to the business of
the corporation.  The manner of determining the Market Price of the Common Stock
set forth in the  foregoing  definition  shall  apply with  respect to any other
security  in respect of which a  determination  as to market  value must be made
hereunder.

                                       10
<PAGE>

                      (iii)  "Common  Stock," for purposes of this  Paragraph 4,
includes the Common Stock,  par value $0.001 per share, and any additional class
of stock of the Company having no preference as to dividends or distributions on
liquidation, provided that the shares purchasable pursuant to this Warrant shall
include only shares of Common Stock,  par value $0.001 per share,  in respect of
which this Warrant is exercisable,  or shares  resulting from any subdivision or
combination  of  such  Common  Stock,  or in the  case  of  any  reorganization,
reclassification, consolidation, merger, or sale of the character referred to in
Paragraph 4(e) hereof, the stock or other securities or property provided for in
such Paragraph.

        5. Issue Tax. The issuance of  certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

        6. No Rights or  Liabilities  as a  Shareholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

        7.     Transfer, Exchange, and Replacement of Warrant.

               (a) Restriction on Transfer.  This Warrant and the rights granted
to the holder hereof are  transferable,  in whole or in part,  upon surrender of
this Warrant,  together with a properly executed assignment in the form attached
hereto,  at the office or agency of the Company  referred to in  Paragraph  7(e)
below,  provided,  however,  that any transfer or assignment shall be subject to
the  conditions  set  forth  in  Paragraph  7(f)  hereof  and to the  applicable
provisions of the  Securities  Purchase  Agreement.  Until due  presentment  for
registration of transfer on the books of the Company,  the Company may treat the
registered  holder hereof as the owner and holder  hereof for all purposes,  and
the Company shall not be affected by any notice to the contrary. Notwithstanding
anything to the contrary contained herein, the registration  rights described in
Paragraph  8 are  assignable  only in  accordance  with the  provisions  of that
certain  Registration  Rights Agreement,  dated as of May 11, 2000, by and among
the  Company  and  the  other  signatories  thereto  (the  "Registration  Rights
Agreement").

               (b)  Warrant  Exchangeable  for  Different  Denominations.   This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the Company  referred to in  Paragraph  7(e) below,  for new
Warrants of like tenor  representing  in the aggregate the right to purchase the
number of shares of Common Stock which may be purchased hereunder,  each of such
new Warrants to represent  the right to purchase  such number of shares as shall
be designated by the holder hereof at the time of such surrender.

                                       11
<PAGE>

               (c) Replacement of Warrant.  Upon receipt of evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant and, in the case of any such loss,  theft,  or  destruction,  upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the  Company,  or,  in the  case of any  such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

               (d) Cancellation; Payment of Expenses. Upon the surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this  Paragraph 7, this Warrant shall be promptly  canceled by the Company.  The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses  (other  than  legal  expenses,  if  any,  incurred  by the  holder  or
transferees) and charges payable in connection with the preparation,  execution,
and delivery of Warrants pursuant to this Paragraph 7.

               (e)  Register.  The  Company  shall  maintain,  at its  principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

               (f) Exercise or Transfer Without Registration. If, at the time of
the surrender of this Warrant in  connection  with any  exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act of 1933,  as  amended  (the  "Securities  Act") and under  applicable  state
securities or blue sky laws, the Company may require, as a condition of allowing
such exercise,  transfer, or exchange, (i) that the holder or transferee of this
Warrant,  as the case may be,  furnish  to the  Company  a  written  opinion  of
counsel,  which opinion and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under
said Act and under  applicable  state securities or blue sky laws, (ii) that the
holder or transferee  execute and deliver to the Company an investment letter in
form and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act; provided that no such opinion, letter or status as an "accredited investor"
shall be required in connection  with a transfer  pursuant to Rule 144 under the
Securities  Act.  The first  holder of this  Warrant,  by taking and holding the
same,  represents to the Company that such holder is acquiring  this Warrant for
investment and not with a view to the distribution thereof.

        8. Registration  Rights. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect of the  Warrant  Shares as are set forth in of the  Registration  Rights
Agreement.

                                       12
<PAGE>

        9. Notices. All notices,  requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered,  or shall be sent by certified
or registered mail or by recognized overnight mail courier,  postage prepaid and
addressed,  to such holder at the address  shown for such holder on the books of
the  Company,  or at such  other  address as shall  have been  furnished  to the
Company  by  notice  from  such  holder.  All  notices,   requests,   and  other
communications  required or permitted to be given or delivered  hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed,  to the office of the Company at 16133 Ventura Boulevard,
Suite 635,  Encino,  CA 91436,  Attention:  Clinton J. Sallee,  or at such other
address as shall  have been  furnished  to the holder of this  Warrant by notice
from the Company.  Any such notice,  request, or other communication may be sent
by  facsimile,  but shall in such case be  subsequently  confirmed  by a writing
personally  delivered or sent by certified or  registered  mail or by recognized
overnight  mail  courier as provided  above.  All notices,  requests,  and other
communications  shall be  deemed to have  been  given  either at the time of the
receipt  thereof by the person entitled to receive such notice at the address of
such person for  purposes of this  Paragraph 9, or, if mailed by  registered  or
certified mail or with a recognized  overnight  mail courier,  upon deposit with
the United  States Post Office or such  overnight  mail  courier,  if postage is
prepaid and the mailing is properly addressed, as the case may be.

        10.  Governing  Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE BODY OF LAW CONTROLLING CONFLICTS OF LAW.

        11.    Miscellaneous.

               (a) Amendments. This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and the holder hereof.

               (b) Descriptive Headings. The descriptive headings of the several
paragraphs  of this Warrant are inserted  for  purposes of reference  only,  and
shall not affect the meaning or construction of any of the provisions hereof.

               (c) Cashless Exercise.  Notwithstanding  anything to the contrary
contained in this Warrant,  if the resale of the Warrant Shares by the holder is
not then registered  pursuant to an effective  registration  statement under the
Securities Act, this Warrant may be exercised by  presentation  and surrender of
this Warrant to the Company at its  principal  executive  offices with a written
notice of the  holder's  intention  to effect a cashless  exercise,  including a
calculation  of the  number of shares  of  Common  Stock to be issued  upon such
exercise in  accordance  with the terms hereof (a "Cashless  Exercise").  In the
event of a Cashless Exercise,  in lieu of paying the Exercise Price in cash, the
holder  shall  surrender  this Warrant for that number of shares of Common Stock
determined  by  multiplying  the  number  of  Warrant  Shares  to which it would
otherwise  be  entitled  by a  fraction,  the  numerator  of which  shall be the
difference  between the then current  Market Price per share of the Common Stock
and the Exercise  Price,  and the denominator of which shall be the then current
Market Price per share of Common Stock.


                         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       13
<PAGE>


        IN WITNESS WHEREOF,  the Company has caused this Warrant to be signed by
its duly authorized officer.

                                               SITESTAR CORPORATION

                                                      /s/ Clinton J. Sallee
                                               By:   -----------------------
                                                     Clinton J. Sallee
                                                     President & CEO


Dated as of  May 11, 2000



                                       14
<PAGE>


                           FORM OF EXERCISE AGREEMENT


                                                    Dated:  ------- ---, 200-


To:     SITESTAR CORPORATION

        The  undersigned,  pursuant  to the  provisions  set forth in the within
Warrant,  hereby agrees to purchase  --------  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of,  or, if the resale of such  Common  Stock by the  undersigned  is not
currently registered pursuant to an effective  registration  statement under the
Securities  Act of 1933, as amended,  by surrender of  securities  issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $---------.  Please issue a certificate  or  certificates  for
such shares of Common  Stock in the name of and pay any cash for any  fractional
share to:


                              Name:----------------------------------


                              Signature:------------------------------

                              Address:  ------------------------------



                             Note:         The    above    signature     should
                                           correspond  exactly with the name on
                                           the face of the within Warrant.

and,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Warrant,  a new Warrant is to be issued in the name
of said undersigned  covering the balance of the shares  purchasable  thereunder
less any fraction of a share paid in cash.



                                       15
<PAGE>

                               FORM OF ASSIGNMENT


        FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant,  with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee                    Address                 No of Shares
----------------                    -------                 ------------





,      and      hereby      irrevocably       constitutes      and      appoints
-----------------------------------  as agent and  attorney-in-fact  to transfer
said Warrant on the books of the  within-named  corporation,  with full power of
substitution in the premises.


Dated: ---------- --, 200-


In the presence of:



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

                                   Name:         ------------------------------

                                   Signature:    ------------------------------

                                   Title of  Signing  Officer  or Agent
                                   (if any):
                                                 -------------------------------

                                   Address:      -------------------------------

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


                                    Note:  The    above    signature     should
                                           correspond  exactly with the name on
                                           the face of the within Warrant.


                                       16