NEITHER THE  WARRANTS  REPRESENTED  BY THIS  WARRANT  CERTIFICATE  NOR ANY
      SHARES  ACQUIRED UPON THE EXERCISE OF SUCH  WARRANTS HAVE BEEN  REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY OTHER SECURITIES LAWS,
      NOR MAY SUCH WARRANTS OR SHARES BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
      OF IN THE ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION  THEREFROM  UNDER
      SUCH ACT OR OTHER LAWS.  THIS  WARRANT AND SUCH SHARES MAY BE  TRANSFERRED
      ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.

                                 DIRECTRIX, INC.
                          Common Stock Purchase Warrant

No.                                                                   X Warrants

                NOT EXERCISABLE AFTER THE DATES SPECIFIED HEREIN

         THIS  WARRANT  CERTIFICATE  CERTIFIES THAT ("Holder"),   or  registered
assigns, is the registered holder of the number of warrants (the "Warrants") set
forth above,  each of which entitles such holder  hereof,  subject to the terms,
provisions and conditions set forth herein, to purchase from Directrix,  Inc., a
Delaware corporation (the "Company"), prior to 10 years from the date hereof and
upon the  occurrence of certain events as provided in Section 1(a) hereof at the
principal office of the Company or such other location designated by the Company
in accordance with the terms set forth herein, one fully paid and non-assessable
share of the Common  Stock of the  Company,  par value  $.01 per share  ("Common
Stock"),  upon  presentation and surrender of this Warrant  Certificate with the
Form of Election to Purchase  attached  hereto duly executed and payment in full
(in cash or by certified or official bank or bank cashier's check payable to the
order  of  the  Company)  of the  applicable  Purchase  Price  as to  which  the
Warrant(s) represented by the Warrant Certificate are exercised,  all subject to
the terms,  provisions and conditions hereof.  The Warrants  represented by this
Certificate  are  being  issued  in  consideration  of acting as a lender to the
Company in connection with the Amended and Restated Loan and Security Agreement,
dated as of February 16, 2000 (the "Loan  Agreement"),  by and among the Company
and the persons  whose names and  addresses  appear on  Schedule  1.01  attached
thereto.

         The  rights  of  the  holder  of  this  Warrant  Certificate  shall  be
subject to the following further terms and conditions:

         SECTION 1.  EXERCISE OF WARRANTS; PURCHASE PRICE.
            (a) Subject to the provisions of Section 6(d) hereof, the registered
holder of this Warrant  Certificate may exercise the Warrants  evidenced hereby,
in whole or in part,  at any time  prior to 5:00 p.m.,  New York City  time,  on
February 15, 2010 (the "Final Expiration Date"),  upon surrender of this Warrant
Certificate,  with  the  Form of  Election  to  Purchase  attached  hereto  duly
executed,  to the  Company at its office  maintained  pursuant  to Section  2(b)
hereof,  together  with payment of the  Purchase  Price for each share of Common
Stock as to which the Warrants are exercised.  Each warrant not exercised  prior
to 5:00 p.m., New York City time, on the Final Expiration Date shall become void
and all rights thereunder shall cease as of such time.

            (b) The  purchase  price for each  share of Common  Stock  purchased
pursuant to the  exercise of a Warrant  shall be $0.01 (the  "Purchase  Price");
provided,  however,  that the Purchase Price shall be subject to adjustment from
time to time as provided in Section 8 hereof. The aggregate Purchase Price shall
be payable in cash or by  certified  or official  bank or bank  cashier's  check
payable to the order of the Company,  or by any other means  consented to by the
Company.

            (c)  Upon   receipt  of  this   Warrant   Certificate   representing
exercisable  Warrants,  with the Form of  Election to  Purchase  duly  executed,
accompanied  by payment  of the  aggregate  Purchase  Price for the shares to be
purchased and an amount equal to any applicable transfer tax required to be paid
by the holder of this Warrant  Certificate in accordance  with Section 6 hereof,
the Company shall thereupon promptly (i) cause to be issued to the holder hereof
the Common Stock  certificates for the number of whole shares of Common Stock to
be purchased and (ii) when appropriate,  pay to the registered holder hereof, in
lieu of the issuance of fractional  shares to which such holder would  otherwise
be entitled, an amount in cash in accordance with Section 11 hereof.

            (d) If the  registered  holder  of this  Warrant  Certificate  shall
exercise less than all the Warrants evidenced hereby, a new Warrant  Certificate
evidencing  Warrants  equivalent to the Warrants remaining  unexercised shall be
issued by the Company to the registered holder of this Warrant Certificate or to
his duly authorized assigns, subject to the provisions of Section 11 hereof.

         SECTION 2.  SPLIT UP, COMBINATION AND EXCHANGE OF WARRANT CERTIFICATES;
MUTILATED, DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES.
            (a) Subject to the  provisions of Section 11 hereof,  at or prior to
the Final  Expiration  Date this  Warrant  Certificate,  with or  without  other
Warrant Certificates, may be split up, combined or exchanged for another Warrant
Certificate or Warrant Certificates, entitling the registered holder to purchase
a like number of shares of Common  Stock as the Warrant  Certificate  or Warrant
Certificates  surrendered then entitled such holder to purchase.  Any registered
holder desiring to split up, combine or exchange this Warrant  Certificate shall
make such request in writing  delivered to the Company,  and shall surrender the
Warrant  Certificate  or  Warrant  Certificates  to be  split  up,  combined  or
exchanged at the office of the Company  maintained for such purpose as set forth
below.  Thereupon  the  Company  shall sign and  deliver to the person  entitled
thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so
requested.  The  Company may require  payment of a sum  sufficient  to cover any
transfer tax that may be imposed in connection with any split-up, combination or
exchange of Warrant Certificates.

         Upon receipt by the  Company  of  evidence  reasonably  satisfactory to
it of the loss, theft, destruction or mutilation of a Warrant Certificate,  and,
in case of loss,  theft or  destruction,  of  indemnity  or security  reasonably
satisfactory to it and  reimbursement to the Company of all reasonable  expenses
incidental  thereto,   and  upon  surrender  and  cancellation  of  the  Warrant
Certificate  if  mutilated,  the  Company  will make and  deliver a new  Warrant
Certificate  of like  tenor  to the  registered  owner  in  lieu of the  Warrant
Certificate so lost, stolen, destroyed or mutilated.

            (b) The  Company  will  maintain  an office  (which may be an agency
maintained  at a bank) in the City of New  York in the  State of New York  where
notices,  presentations  and demands in respect of any Warrants may be made upon
it and where it will  maintain the Warrant  register  upon which  transfers  and
exchanges of Warrants  shall be recorded.  Such office  shall be  maintained  AT
DIRECTRIX,  INC.,  236 WEST 26TH Street,  12th Floor,  New York, New York 10001,
until such time as the Company  shall  notify the holders of the Warrants of any
change of location of such office.

         SECTION 3.  SUBSEQUENT  ISSUE  OF WARRANT  CERTIFICATES.  Subsequent to
their  original  issuance,  no Warrant  Certificates  shall be issued except (a)
Warrant Certificates issued upon any transfer, combination, split-up or exchange
of Warrants pursuant to the terms, conditions and provisions hereof, (b) Warrant
Certificates  issued in  replacement  of  mutilated,  destroyed,  lost or stolen
Warrant  Certificates  pursuant to Section 2 hereof,  (c)  Warrant  Certificates
issued pursuant to Section 1(d) hereof upon the partial  exercise of any Warrant
Certificate to evidence the unexercised portion of such Warrant Certificate, (d)
Warrant  Certificates  issued  pursuant  to Section  8(e) hereof and (e) Warrant
Certificates issued pursuant to Section 14 hereof.

         SECTION 4.  CANCELLATION  AND  DESTRUCTION OF WARRANT Certificates. All
Warrant  Certificates  surrendered  for  the  purpose  of  exercise,   exchange,
substitution,  transfer,  split-up  or  combination  shall be  cancelled  by the
Company,  and no Warrant  Certificates shall be issued in lieu thereof except as
expressly  permitted by any of the provisions of this Warrant  Certificate.  The
Company  shall  cancel and retire any other  Warrant  Certificates  purchased or
acquired by the Company otherwise than upon the exercise thereof.

         SECTION 5.  OWNERSHIP; RESTRICTIONS ON TRANSFER; REGISTRATION OF
TRANSFERS.
            (a) Except as  otherwise  permitted  by this Section 5, each Warrant
Certificate (including each Warrant Certificate issued upon the transfer of such
Warrant  Certificate)  shall be stamped or otherwise  imprinted  with legends in
substantially the following form:

            "Neither the Warrants  represented by this Warrant  Certificate  nor
            any shares  acquired  upon the exercise of such  Warrants  have been
            registered under the Securities Act of 1933, as amended or any other
            securities laws nor may such Warrants or shares be transferred, sold
            or otherwise  disposed of in the absence of such  registration or an
            exemption  therefrom  under such act or other laws. This Warrant and
            such  shares  may  be  transferred   only  in  compliance  with  the
            conditions specified in this Warrant."

            (b) Except as otherwise  permitted by this Section 5, and subject to
the terms of a Registration  Rights Agreement of even date herewith by and among
the Company,  Holder,  Leland Nolan and Donald  McDonald,  each  certificate for
Common Stock (or other securities) issued upon the exercise of this Warrant, and
each  certificate  issued upon the  transfer of any such Common  Stock (or other
securities),   shall  be  stamped  or  otherwise  imprinted  with  a  legend  in
substantially the following form:

            "The shares represented by this certificate have not been registered
            under the Securities Act of 1933, as amended or any other securities
            laws and may not be  transferred,  sold or otherwise  disposed of in
            the absence of such  registration  or an exemption  therefrom  under
            such Act or other  laws.  Such  shares may be  transferred,  sold or
            otherwise  disposed  of  only  in  compliance  with  the  conditions
            specified in the Common Stock Purchase Warrants issued by Directrix,
            Inc.  A complete  and  correct  copy of the form of such  Warrant is
            available for inspection at the principal office of Directrix,  Inc.
            or at the office or agency maintained by Directrix, Inc. as provided
            in such  Warrants and will be furnished to the holder of such shares
            upon written request and without charge."

            (c) Prior to any  transfer  of any Warrant  Certificate  that is not
registered under an effective registration statement under the Securities Act of
1933 (the "Securities  Act"), the holder thereof will give written notice to the
Company of such holder's  intention to effect such transfer and to comply in all
other  respects with this Section 5. Each such notice shall  describe the manner
and  circumstances  of the  proposed  transfer  in  sufficient  detail to enable
counsel to render the opinion referred to below.

         If, in the opinion of counsel for the  Company, the  proposed  transfer
may not be legally  effected  without  registration  of such Warrants  under the
Securities  Act,  the Company  will  promptly  so notify the holder  thereof and
thereafter  such holder  shall not be entitled to transfer  such  Warrant  until
either (x) receipt by the Company of a further notice from such holder  pursuant
to the foregoing  provisions of this Section 5 and fulfillment of the provisions
of this Section 5 or (y) such Warrants have been  effectively  registered  under
the Securities Act.

         If,  in the opinion of counsel for the Company,  the proposed  transfer
may be effected without  registration of such Warrants under the Securities Act,
such  holder  shall  thereupon  be  entitled  to  transfer  such  securities  in
accordance with the terms of the notice delivered by such holder to the Company.
Each Warrant  Certificate  issued upon or in connection with such transfer shall
bear the restrictive  legends  required by this Section 5, unless in the opinion
of such counsel, such restrictive legends are not required or advisable.

            (d)  The   restrictions   imposed   by  this   Section  5  upon  the
transferability  of the  Warrants  or the  underlying  shares  of  Common  Stock
relating to the registration of securities under the Securities Act set forth in
clauses  (b) and (c) of this  Section  5 shall  terminate  as to any  particular
Warrants or the  underlying  shares of Common  Stock,  (x) when such  securities
shall  have  been  effectively  registered  and sold or  distributed  under  the
Securities Act, (y) when, in the opinion of both counsel for the Company and the
holder  (each of whom shall be  experienced  in  securities  law  matters),  any
restrictions  cease or are permitted to terminate  under  applicable  securities
law,  or (z) when,  in the  opinion of  counsel  for the  Company  (who shall be
experienced in securities law matters), such restrictions are no longer required
in order to insure  compliance  with the Securities Act or any other  applicable
securities  law,  whichever is earliest.  Whenever any such  restrictions  shall
cease and terminate as to any Warrants or the underlying shares of Common Stock,
the holder  thereof  shall be  entitled  to receive  from the  Company,  without
expense  (other  than  applicable  transfer  taxes,  if any),  new  Warrants  or
certificates  of like  tenor  not  bearing  the  applicable  legends  previously
required by this Section 5.

         SECTION 6.  RESERVATION AND AVAILABILITY OF SHARES OF COMMON STOCK.
            (a) The Company will cause to be reserved and kept  available out of
its authorized and unissued  shares of Common Stock or its authorized and issued
shares of Common  Stock  held in its  treasury,  the  number of shares of Common
Stock that will be sufficient to permit the exercise in full of all  outstanding
Warrants.  The transfer agent for the Common Stock,  if any, will be irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be required  for such  purpose.  The  Company  will keep a copy of this
Warrant on file with each transfer agent.  The Company will furnish the transfer
agent a copy of all notices of adjustments  and  certificates  related  thereto,
transmitted  to each  holder  of a Warrant  Certificate  pursuant  to  Section 8
hereof.

            (b) So long as the  Common  Stock  issuable  upon  the  exercise  of
Warrants may be listed on any  national  securities  exchange,  the Nasdaq Stock
Market or the over-the-counter market, the Company shall use its best efforts to
cause all shares  reserved for such  issuance to be listed as  expeditiously  as
possible on such exchange or market upon  official  notice of issuance upon such
exercise.

            (c) The  Company  will take all such action as may be  necessary  to
ensure  that all shares of Common  Stock  delivered  upon  exercise  of Warrants
shall, at the time of delivery of the  certificates  for such shares (subject to
payment of the Purchase  Price),  be duly and validly  authorized and issued and
fully paid and nonassessable shares.

            (d) The  Company  will pay when due and  payable any and all federal
and state  transfer  taxes and  charges  which may be  payable in respect of the
initial issuance or delivery of this Warrant  Certificate or of the issuance and
delivery of any shares of Common Stock upon the exercise of Warrants,  except as
set forth in the immediately following sentence. The Company shall not, however,
be  required  to pay any tax which may be payable in respect of any  transfer or
delivery of this Warrant  Certificate to a person other than, or the issuance or
delivery  of  certificates  for  Common  Stock in a name other than that of, the
registered holder of the Warrant Certificate evidencing Warrants surrendered for
exercise or to issue or deliver any certificates for shares of Common Stock upon
the exercise of any  Warrants  until any such tax shall have been paid (any such
tax being  payable  by the  holder of such  Warrant  Certificate  at the time of
surrender) or until it has been established to the Company's  satisfaction  that
no such tax is due.

         SECTION 7.   COMMON  STOCK  RECORD DATE.  Each person in whose name any
certificate  for shares of Common  Stock is issued upon the exercise of Warrants
shall for all  purposes  be deemed to have  become  the  holder of record of the
Common Stock  represented  thereby on, and such certificate  shall be dated, the
close of business on the date upon which the Warrant Certificate evidencing such
Warrants  was duly  surrendered  and  payment  of the  Purchase  Price  (and any
applicable transfer taxes) was made; PROVIDED, HOWEVER, that if the date of such
surrender  and payment is a date upon which the Common Stock  transfer  books of
the Company are  closed,  such person  shall be deemed to have become the record
holder of such shares on, and such  certificate  shall be dated,  the opening of
business on the next succeeding  business day on which the Common Stock transfer
books of the Company are open.

         SECTION 8.  ADJUSTMENT  OF  PURCHASE PRICE,  NUMBER OF SHARES OR NUMBER
OF WARRANTS. The Purchase Price, the number of shares of Common Stock covered by
each Warrant and the number of Warrants  outstanding  are subject to  adjustment
from time to time as provided in this Section 8.

            (a) In case the Company shall at any time after the date hereof, (i)
effect a distribution to all holders of its outstanding Common Stock payable  in
shares of Common Stock, (ii)subdivide the outstanding Common Stock, (iii)combine
the outstanding Common Stock into a smaller number of shares of Common Stock  or
(iv) issue any  securities of the Company in a  reclassification  of the  Common
Stock (including  any such  reclassification  in connection with a consolidation
or merger in which the Company is the  continuing or surviving corporation other
than a  consolidation  or  merger  in  respect  of which an  adjustment  is made
pursuant  to Section 10  hereof),  the  number and kind of  securities  issuable
commencing on the record date for such  distribution  or the  effective  date of
such  subdivision,  combination  or  reclassification  shall be  proportionately
adjusted  so that the holder of any Warrant  exercised  after such time shall be
entitled to receive upon exercise of the Warrant the  aggregate  number and kind
of securities  which,  if such Warrant had been exercised  immediately  prior to
such date and at a time when the Common Stock transfer books of the Company were
open,  he would have owned upon such  exercise  and been  entitled to receive by
virtue of such distribution,  subdivision, combination or reclassification. Such
adjustment  shall be made  successively  whenever  any event  listed above shall
occur.  Notwithstanding the foregoing,  if a warrant is exercised  subsequent to
the record date, if any, but prior to the relevant  distribution date or payment
date, the Company shall not be required to make any such payment or distribution
pursuant  to this  subsection  (a) to the holder of such  warrant  prior to such
payment or  distribution  date, but shall make such payment or  distribution  on
such date.

            (b) No adjustment  in the  Purchase  Price shall be  required unless
such adjustment  would  require an increase or decrease  of at least 1%  in such
price; PROVIDED, HOWEVER, that any adjustments which by  reason of this  Section
8(b) are not required to be made shall be carried forward and taken into account
in any subsequent  adjustment.  All calculations  under this Section 8 shall  be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.

            (c) In the event that at any time, as a result of an adjustment made
pursuant to Section 8(a) hereof, the holder of any Warrant thereafter  exercised
shall become entitled to receive any securities of the Company other than shares
of Common Stock,  thereafter  the number of such other  securities so receivable
upon exercise of any Warrant shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect  to the  shares of Common  Stock  contained  in  Section  8(a),  and the
provisions  of Sections 1, 6, 7, 10 and 15 hereof with  respect to the shares of
Common Stock shall apply on like terms to any such other securities.

            (d) Upon each adjustment of the number of shares of Common Stock for
which  the Warrants are  exercisable  as  provided in  Section 8(a) hereof,  the
Purchase Price payable upon exercise of a Warrant shall be adjusted by multiply-
ing such Purchase  Price  immediately  prior to such  adjustment  by a  fraction
(i) the numerator  of which  shall be the  number of shares of Common  Stock for
which a Warrant was exercisable prior to such adjustment and (ii)the denominator
of which  shall be the  number of shares  of Common Stock for which a Warrant is
exercisable immediately thereafter.

            (e) The Company  may elect on or after the date of any adjustment of
the Purchase  Price to  adjust  the  number of Warrants, in substitution for any
adjustment in the number of shares of Common Stock purchasable upon the exercise
of a Warrant.  Each Warrant  outstanding  after such adjustment of the number of
Warrants shall be exercisable  for the same number of shares of Common Stock for
which such Warrant was exercisable  prior to such adjustment.  Each Warrant held
of record prior to such  adjustment of the number of Warrants  shall become that
number of Warrants  (calculated to the nearest  hundredth)  obtained by dividing
the Purchase  Price in effect  immediately  prior to  adjustment of the Purchase
Price by the Purchase  Price in effect after  adjustment of the Purchase  Price.
The  Company  shall make a public  announcement  of its  election  to adjust the
number of Warrants, indicating the record date for the adjustment, and, if known
at the time,  the amount of the  adjustment to be made.  This record date may be
the date on which the  Purchase  Price is  adjusted or any day  thereafter,  but
shall be at least ten days later than the date of the public announcement.  Upon
each  adjustment of the number of Warrants  pursuant to this Section  8(e),  the
Company shall, as promptly as practicable, cause to be distributed to holders of
record  of  Warrant  Certificates  on  such  record  date  Warrant  Certificates
evidencing, subject to Section 11, the additional Warrants to which such holders
shall be  entitled  as a result of such  adjustment,  or,  at the  option of the
Company, shall cause to be distributed to such holders of record in substitution
and replacement for the Warrant  Certificates  held by such holders prior to the
date of adjustment,  and upon surrender thereof, if required by the Company, new
Warrant Certificates  evidencing all the Warrants to which such holders shall be
entitled after such adjustment.  Warrant Certificates so to be distributed shall
be issued,  executed  and  countersigned  in the manner  provided for herein and
shall  be  registered  in  the  names  of  the  holders  of  record  of  Warrant
Certificates on the record date specified in the public announcement.

            (f)Irrespective of any adjustment or change in the Purchase Price or
the number of shares of Common Stock issuable upon the exercise of the Warrants,
the Warrant  Certificates  may continue to express the Purchase  Price per share
and  the  number  of  shares  which  were  expressed  upon  the  initial Warrant
Certificates issued hereunder.

            (g) Before taking any action that would cause an adjustment reducing
the Purchase  Price below the then par value,  if any, of the  shares of  Common
Stock  issuable  upon  exercise of  the  Warrants,  the Company  shall take  any
corporate action which may, in the opinion of its counsel, be necessary in order
that the  Company may  validly and  legally  issue fully paid and  nonassessable
shares of such Common Stock at such adjusted Purchase Price.

            (h) Anything in this Section 8 to the contrary notwithstanding,  the
Company  shall  be entitled  to make  such  reductions in the Purchase Price, in
addition  to those  adjustments  required  by  this Section 8, as it in its sole
discretion shall determine to be  advisable in order  that any  consolidation or
subdivision of the Common  Stock,  issuance  wholly for cash of any Common Stock
at less than the current market price, issuance  wholly for cash of Common Stock
or securities  which by their terms are  convertible  into or  exchangeable  for
Common  Stock, dividends on  Common Stock payable in Common Stock or issuance of
rights, options or warrants referred to in this Section 8, hereafter made by the
Company to its common stockholders, shall not be taxable to them.

         SECTION  9.  CERTIFICATE  OF  ADJUSTED  PURCHASE  PRICE OR NUMBER OF
SHARES.  Whenever an  adjustment  is made as provided in Section 8 hereof (other
than  situations in which no adjustment is required  pursuant to Section  8(b)),
the Company  shall  promptly  cause  written  notice  thereof to be sent to each
holder of a Warrant  Certificate  in  accordance  with Section 16 hereof,  which
notice  shall be  accompanied  by an  officer's  certificate  setting  forth the
Purchase  Price as so adjusted,  the number of shares of Common  Stock  issuable
upon the exercise of each  Warrant as so adjusted  and a brief  statement of the
facts  accounting  for such  adjustment.  The  Company  will keep copies of such
certificate  at its office  maintained  pursuant to Section 2(b) hereof and will
cause the same to be  available  for  inspection  at such office  during  normal
business hours by any holder of a Warrant.

         SECTION 10.  CONSOLIDATION,  MERGER  OR SALE OF ASSETS.  If the Company
shall at any time consolidate with or merge with and into another corporation or
shall  sell or  transfer  to  another  entity  all or  substantially  all of the
property of the  Company,  the holder of any Warrant  will  thereafter  have the
right to receive,  upon the exercise  thereof in accordance  with and subject to
the terms of this Warrant, the securities,  cash and other property to which the
holder of the number of shares of Common Stock  purchasable (at the time of such
consolidation, merger, sale or transfer) upon the exercise of such Warrant would
have been entitled upon such consolidation,  merger,  sale or transfer,  if any.
The Company shall take such steps in connection with such consolidation, merger,
sale or transfer, as may be necessary to assure that the provisions hereof shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to any
securities or property (including cash) thereafter deliverable upon the exercise
of the  Warrants.  The Company,  the  successor  corporation  or the  purchasing
entity,  as the case  may be,  shall  execute  and  deliver  to the  Company  an
agreement so providing.  The provisions of this Section 10 shall similarly apply
to successive mergers or consolidations or sales or other transfers.

         SECTION 11.  FRACTIONAL WARRANTS AND FRACTIONAL SHARES.
            (a)  The  Company  shall  not be  required  to  issue  fractions  of
Warrants  or  to  distribute  Warrant  Certificates  which  evidence  fractional
Warrants.  Subject to Section 11(d) hereof, in lieu of such fractional Warrants,
there  shall be paid to each  registered  holder of a Warrant  Certificate  with
regard to which a fractional  Warrant would otherwise be issuable,  an amount in
cash equal to the same fraction of the current  market value of a whole Warrant.
For the  purposes of this  Section  11(a),  the current  market value of a whole
Warrant shall be the closing price of the Warrant (as determined pursuant to the
second sentence of Section 11(c) hereof) for the Trading Day  immediately  prior
to the date on which such fractional Warrant would have been otherwise issuable.
If on any such  Trading Date the  Warrants  were not publicly  held or listed or
traded in a manner  described under the second sentence of Section 11(c) hereof,
the  current  market  value of a whole  Warrant  shall be the fair  value of the
Warrants  on such  Trading  Date as  determined  in good  faith by the  Board of
Directors of the Company, whose determination shall be conclusive.

            (b) The Company  shall not be required to issue  fractions of shares
of Common  Stock upon  exercise of the  Warrants or to  distribute  certificates
which evidence  fractional  shares.  Subject to Section 11(d) hereof, in lieu of
such fractional  shares of Common Stock,  there shall be paid to each registered
holder of a Warrant  Certificate  with regard to which a fractional  share would
otherwise  be issuable at the time such  Warrant  Certificate  is  exercised  as
herein  provided,  an amount in cash equal to the same  fraction  of the current
market value of a share of Common Stock. For purposes of this Section 11(b), the
current  market value of a share of Common Stock shall be the closing price of a
share of Common Stock (as determined  pursuant to the second sentence of Section
11(c)) for the Trading Day immediately prior to the date of such exercise. If on
such Trading Date the Common Stock was not publicly  held or listed or traded in
a manner  described  under the second  sentence  of Section  11(c)  hereof,  the
current  market  value of a share of Common  Stock  shall be the fair value of a
share of Common Stock as  determined  in good faith by the Board of Directors of
the Company, whose determination shall be conclusive.

            (c) For the purpose of any  computation required in accordance  with
this Section 11, the "current market price per share" of any security, including
the Common Stock (a "Security" for the purpose of this Section  11(c),  on  any
date shall  be  deemed to be the  average of the daily  closing  prices (as such
term is hereinafter  defined) per share of such Security for the 20  consecutive
Trading Days (as such  term is  hereinafter  defined)  immediately prior to such
date; PROVIDED,  HOWEVER,  that in the event  that the current market price  per
share of the Security is determined during a period  following the  announcement
by  the  issuer  of  such Security  of (i) a dividend  or  distribution  on such
Security payable in shares of such Security or securities convertible  into such
shares,  or  (ii)  any  subdivision,  combination  or  reclassification  of such
Security and prior to the  expiration of 30  consecutive  Trading Days after the
ex-dividend  date for such dividend or distribution, or the record date for such
subdivision, combination or reclassification, then,  and in  each such case, the
current market price per share shall be  appropriately  adjusted to reflect  the
current  market price per share equivalent of such Security. The "closing price"
for each day shall be the last sale price, regular way, or, in case no such sale
takes place on such day, the average of the closing bid and asked prices,regular
way,  in either  case as  reported  in the  principal  consolidated  transaction
reporting system with respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Security is not listed or admitted to trading
on  the  New  York  Stock  Exchange,  as reported in the principal  consolidated
transaction reporting  system with respect to securities listed on the principal
national securities  exchange on which the  Security  is  listed or  admitted to
trading or, if the Security is not listed or admitted to trading on any national
securities exchange,  as  reported by the Nasdaq  Stock  Market,  or  if not  so
listed, the average of the high bid and low asked prices in the over-the-counter
market, as reported in the Wall  Street  Journal,  or, if on  any such  date the
Security is not quoted by any such organization, the average of the closing  bid
and asked prices as  furnished  by a  professional  market maker making a market
in the Security selected  by the  Board of  Directors  of the  Company.  If  the
Security is not publicly held or so listed or traded, "current market  price per
share" shall mean the fair value of the Security as  determined in good faith by
the Board of Directors of the Company, whose determination  shall be conclusive.
The term "Trading  Day"  shall  mean a  day  on  which  the  principal  national
securities exchange on which the  Security is listed or  admitted to  trading is
open  for  the  transaction  of  business  or,  if the Security is not listed or
admitted to trading on any national  securities  exchange,  a Business Day.  The
term "Business Day" shall mean any day other than a Saturday, a Sunday, or a day
on  which  banking  institutions  in  the  State  of  New York are authorized or
obligated  by law or executive order to close.

            (d) If the  Company  is  unable  to  pay  any  amounts  of  cash  to
registered holders of Warrant  Certificates in respect of fractional Warrants or
fractional  shares of  Common  Stock in  accordance  with  Section  11(a) or (b)
hereof,  as the case may be, by reason of the  provisions of the Company's  then
outstanding  debt  obligations  or otherwise,  the Company shall deliver to such
holders an additional  whole  Warrant or share of Common Stock,  as the case may
be, in lieu of such fractional Warrants or shares.

            (e) The  holder of a  Warrant,  by the  acceptance  of the  Warrant,
expressly  waives his right to receive any fractional  Warrant or any fractional
share upon exercise of a Warrant.

         SECTION 12.  RIGHT OF ACTION; NO ENTITLEMENT TO VOTE OR RECEIVE
DIVIDENDS.
            (a) Any registered holder of this Warrant  Certificate,  without the
consent of the holder of any other Warrant  Certificate,  may, in his own behalf
and for his own  benefit,  enforce,  and may  institute  and  maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, his right to exercise the Warrants evidenced by this Warrant  Certificate in
the manner provided herein.

            (b) Prior to the exercise of the Warrants  evidenced  hereby and the
date of the  certificate  representing  the shares of Common Stock issuable upon
exercise  of such  Warrants  pursuant  to  Section 7 hereof,  the holder of this
Warrant  Certificate,  as  such,  shall  not  be  entitled  to any  rights  of a
stockholder  of the  Company  with  respect to, or be deemed for any purpose the
holder  of,  shares  for which the  Warrants  shall be  exercisable,  including,
without  limitation,  the  right  to  vote or to  receive  dividends,  or  other
distributions,  and  shall  not  be  entitled  to  receive  any  notice  of  any
proceedings of the Company, except as provided herein.

         SECTION 13. AGREEMENT OF WARRANT  CERTIFICATE  HOLDERS.   Every  holder
of this Warrant Certificate, by accepting the same, consents and agrees with the
Company  and with  every  other  holder  of a Warrant  Certificate  that (a) the
Warrant  Certificates are transferable only on the registry books of the Company
if surrendered  at the principal  office of the Company  maintained  pursuant to
Section 2(b) hereof,  duly  endorsed or  accompanied  by a proper  instrument of
transfer  and (b) the  Company  may deem and treat the  person in whose name the
Warrant  Certificate  is  registered  as the absolute  owner  thereof and of the
Warrants  evidenced  thereby  (notwithstanding  any  notations  of  ownership or
writing  on the  Warrant  Certificates)  for all  purposes  whatsoever,  and the
Company shall not be affected by any notice to the contrary.

         SECTION  14.   ISSUANCE  OF  NEW WARRANT CERTIFICATES.  Notwithstanding
any of the  provisions  of this  Warrant to the  contrary,  the Company may,  at
its option, issue new Warrant  Certificates  evidencing Warrants in such form as
may be  approved  by its  Board  of  Directors  to  reflect  any  adjustment  or
change in the Purchase Price per share and the number or kind or class of shares
of  stock  or  other  securities  or  property  purchasable  under  this Warrant
Certificate   made  in  accordance  with  the   provisions   of   this   Warrant
Certificate;  provided,  that such new Warrant  Certificate shall not have terms
inconsistent with the terms of this Warrant Certificate.

         SECTION 15.  NOTICE OF PROPOSED  ACTIONS.   In case the  Company  shall
propose (a) to pay any stock  dividend to the holders of its Common  Stock or to
make any other  distribution to the holders of its Common Stock (other than cash
dividends  paid out of  consolidated  earnings for the Company's then current or
immediately preceding fiscal year), or (b) to offer to the holders of its Common
Stock rights, warrants or options to subscribe for or to purchase any additional
shares of Common Stock or shares of stock of any class or any other  securities,
rights or options,  or (c) to effect any  reclassification  of its Common  Stock
(other than a reclassification  involving only the subdivision or combination of
outstanding shares of Common Stock), or (d) to effect any consolidation,  merger
or  sale,  transfer  or other  disposition  of all or  substantially  all of the
property,  assets or business of the Company,  or (e) to effect the liquidation,
dissolution  or winding-up of the Company,  then, in each such case, the Company
shall give to the holder of this Warrant,  in accordance with Section 16 hereof,
a notice of such  proposed  action,  which shall specify the record date for the
purposes of such stock dividend, or distribution of rights, warrants or options,
or the  date  on  which  such  reclassification,  consolidation,  merger,  sale,
transfer, disposition,  liquidation, dissolution, or winding-up is to take place
and the date of  participation  therein by the holders of Common  Stock,  if any
such  date is to be  fixed,  and such  notice  shall  be so given in the  manner
provided  in Section  16 at least 20 days  prior to (i) the record  date for the
purposes  of any  action  covered by clause (a) or (b) above or (ii) the date of
the taking of such proposed action or the date of  participation  therein by the
holders of Common Stock, whichever shall be earlier.

         SECTION 16. NOTICES.  Notices or demands authorized by  this  Agreement
to be given  or made by the  holder  of this  Warrant  Certificate  to or on the
Company shall be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until the holder hereof is notified, in accordance with this
Section 16, in writing by the Company of another address) as follows:

         Directrix, Inc.
         236 WEST 26TH Street, 12th Floor
         New York, New York  10001
         Attention:  Chief Executive Officer

Notices  and demands  authorized  by this  Agreement  to be given or made by the
Company to the holder of this Warrant Certificate shall be sufficiently given or
made if sent by first-class mail,  postage prepaid,  addressed to such holder at
the address of such holder as shown on the registry books of the Company.

         SECTION  17.  SUPPLEMENTS  AND  AMENDMENTS.  Except  as   provided   in
Section 14 hereof, the Company may not amend this Warrant Certificate without
the consent of the holder hereof.

         SECTION  18.   GOVERNING  LAW.   This  Warrant  Certificate  shall   be
governed by and construed in accordance with the laws of the State of New
York without reference to the principles of conflicts of laws.

         SECTION   19.   DESCRIPTIVE  HEADINGS.   Descriptive  headings  of  the
several  Sections  of  this  Warrant are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

Dated: February 16, 2000


DIRECTRIX, INC.




By:
   -----------------------------------------
   J. Roger Faherty, Chairman & CEO




Attest:




----------------------------
Secretary

<PAGE>

                               FORM OF ASSIGNMENT
                               ------------------


         (To be executed by the registered holder if such holder desires
                      to transfer the Warrant Certificate.)


            FOR VALUE RECEIVED __________________________________________ hereby

sells, assigns and transfers unto ______________________________________________

________________________________________________________________________________
(Please print name and address of transferee)

________________________________________________________________________________

this Warrant  Certificate,  together with all right, title and interest therein,

and does hereby irrevocably  constitute and appoint ____________________________

Attorney,  to  transfer  the  within  Warrant  Certificate  on the  books of the

within-named Company, with full power of substitution.


Date:  _____________, ____




--------------------------------------
              Signature


(Note:  The above  signature must correspond
with  the name as  written  upon the face of
this Warrant  Certificate  in all  respects,
without    any    alteration    or    change
whatsoever.)

<PAGE>

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------


           (To be executed if holder desires to exercise the Warrants
                     evidenced by the Warrant Certificate.)


To:  DIRECTRIX, INC.

         The   undersigned    hereby    irrevocably     elects    to    exercise
___________________ Warrants represented by this Warrant Certificate to purchase
the shares of Common Stock of Directrix, Inc. issuable upon the exercise of such
Warrants and herewith  tenders  payment for such shares in the amount of $______
to the  undersigned,  in accordance with the terms of this Warrant  Certificate.
The undersigned  requests that  certificates  for such shares of Common Stock be
issued in the name of:

Please insert social security
or other identifying number

________________________________________________________________________________
                       (Please print name and address)

__________________________________________________________________ and that such

certificates be delivered to __________________________________ whose address is

_______________________________________________________________________________.

If such  number of  Warrants  shall not be all the  Warrants  evidenced  by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

________________________________________________________________________________
                       (Please print name and address)

________________________________________________________________________________


Any cash payments to be made in lieu of fractional shares should be made to

______________________________ whose address is ________________________________

__________________________________________________________________ and the check

representing payment therefor should be delivered to ___________________________

whose address is ______________________________________________________________.


Date: _____________, ____




--------------------------------------
              Signature


(Note:  The above  signature must correspond
with  the name as  written  upon the face of
this Warrant  Certificate  in all  respects,
without    any    alteration    or    change
whatsoever.)