FORM OF COMMON STOCK PURCHASE WARRANT

                               INTERCALLNET, INC.

               WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK

         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE ACT OR (2) THE
HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION SHALL BE
SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THAT
REGISTRATION IS OTHERWISE NOT REQUIRED.

         FOR VALUE RECEIVED, ____________ or his transferees or assigns (the
"Holder"), is entitled to purchase, subject to the provisions hereof, from
Intercallnet, Inc., a Florida corporation (the "Issuer"), __________ fully paid,
validly issued and non-assessable shares of common stock, par value $.0001 per
share (the "Common Stock"), of the Issuer (the "Shares") at a price equal to
$.571428 per share subject to adjustment as provided for herein. The right to
purchase the Shares under this Warrant is exercisable, in whole or in part, at
any time after the date of this Warrant for a period of three years and prior to
5:00 p.m., New York City time, on _____________, 2003. The Shares deliverable
upon exercise of this Warrant (including any adjusted number of Shares issuable
pursuant to the provisions of this Warrant) are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price per Share in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price." This Warrant and all warrants issued upon transfer, division
or in substitution thereof are hereinafter sometimes referred to as the
"Warrants."


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         This Warrant is issued pursuant to and in connection with the Company's
Private Placement Offering Memorandum dated June 5, 2000, as amended.

         (a) Exercise of Warrant. This Warrant may be exercised by presentation
and surrender to the Issuer at its principal office, or at the office of its
principal stock transfer agent, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the Warrant
Shares. Payment shall be made by wire transfer or by certified or official bank
check. As soon as practicable after the exercise of this Warrant, and in any
event within three New York Stock Exchange, Inc. trading days, the Issuer shall
issue and deliver to the Holder a certificate or certificates representing the
number of Shares issuable upon the exercise of this Warrant (or such lesser
number as shall be indicated on the Purchase Form), registered in the name of
the Holder or its designee. Such certificate(s) shall bear a restrictive legend
restricting the transferability of such shares under the Securities Act of 1933,
as amended (the "Act"). If this Warrant is exercised only in part, the Issuer
also shall issue and deliver to the Holder a new Warrant, substantially in the
form of this Warrant, covering the number of Warrant Shares which then are
issuable hereunder. Upon receipt by the Issuer of this Warrant at its office, or
by the principal stock transfer agent of the Issuer at its office, in proper
form for exercise, the Holder shall as of that date be deemed to be the holder
of record of the number of Warrant Shares specified in the Purchase Form. The
Issuer shall pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of Warrant Shares on exercise
of this Warrant.

         (b) Reservation of Shares. The Issuer shall at all times reserve and
keep available free from pre-emptive rights, out of its authorized but unissued
capital stock, for issuance on exercise


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of this Warrant, such number of Shares as shall be required for issuance and
delivery upon exercise of this Warrant.

         (c) Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.

         (d) Transfer of Warrant. This Warrant may be transferred in whole or in
part only in accordance with the terms of the restrictive legend appearing on
the first page of this Warrant.

         (e) Loss or Destruction of Warrant. Upon receipt by the Issuer of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Issuer will execute and deliver a new warrant of like
tenor and date. Any such new Warrant executed and delivered shall not constitute
an additional contractual obligation on the part of the Issuer, whether or not
this Warrant so lost, stolen, destroyed, or mutilated shall be at any time
enforceable by anyone.

         (f) Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Issuer, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Issuer except to the extent set forth herein.

         (g) Anti-Dilution Rights.

             (i) If at any time after the date hereof the Issuer declares or
authorizes any dividend (other than a cash dividend), stock split, reverse stock
split, combination, exchange of Shares, or there occurs any recapitalization,
merger, consolidation, sale or acquisition of property or stock, reorganization
or liquidation, if the outstanding Shares are changed into the same or a


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different number of Shares of the same or another class or classes of stock of
the Issuer, then the Issuer shall cause effective provision to be made so that
the Holder shall, upon exercise of this Warrant following such event, be
entitled to receive the number of shares of stock or other securities or the
cash or property of the Issuer (or of the successor corporation or other entity
resulting from any consolidation or merger) to which the Warrant Shares (and any
other securities) deliverable upon the exercise of this Warrant would have been
entitled if this Warrant had been exercised immediately prior to the earlier of
(i) such event and (ii) the record date, if any, set for determining the
stockholders entitled to participate in such event, and the Exercise Price shall
be adjusted appropriately so that the aggregate amount payable by the Holder
hereof upon the full exercise of this Warrant remains the same. The Issuer shall
not effect any recapitalization, consolidation or merger unless, upon the
consummation thereof, the successor corporation or entity shall assume by
written instrument the obligation to deliver to the Holder hereof the shares of
stock, securities, cash or property that the holder shall be entitled to acquire
in accordance with the foregoing provisions, which instrument shall contain
provisions calculated to ensure for the Holder, to the greatest extent
practicable, the benefits provided for in this Warrant.

                  (ii) If pursuant to the provisions of this Section (g) the
Holder would be entitled to receive shares of stock or other securities upon the
exercise of this Warrant in addition to the Shares issuable upon exercise of
this Warrant, then the Issuer shall at all times reserve and keep available
sufficient shares of other securities to permit the Issuer to issue such
additional shares or other securities upon the exercise of this Warrant.

                  (iii) The Issuer shall at any time if so requested by the
Holder furnish a written summary of all adjustments made pursuant to this
paragraph (g) promptly following any such


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request.

         (h) Survival. Any obligation of the Issuer under this Warrant, the
complete performance of which may require performance beyond the term of this
Warrant, shall survive the expiration of such term.

         (i) Amendments and Waivers. The respective rights and obligations of
the Issuer and the Holder may be modified or waived only by a writing executed
by the party against whom the amendment or waiver is to be enforced.

         IN WITNESS WHEREOF, the Issuer has caused this Warrant to be duly
executed and delivered as of ____________, 2001.



                                                     INTERCALLNET, INC.

                                         By:
                                            ------------------------------------
                                            Scott Gershon, President



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                                  PURCHASE FORM
                                  -------------

         The undersigned hereby irrevocably elects to exercise the within
Warrant as to ___________ shares of Common Stock and hereby makes payment of
$________________ in payment of the actual exercise price thereof.


                  INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK
                  ---------------------------------------------

Name:
         ------------------------------------------
            (Please typewrite or print in block letters)

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


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


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


                                 ASSIGNMENT FORM
                                 ---------------

         FOR VALUE RECEIVED, _________________________ hereby sells, assigns and
transfers unto

Name:    __________________________________

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


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

the right to purchase Common Shares represented by this Warrant to the extent of
_______ shares of Common Stock as to which such right is exercisable and does
hereby irrevocably constitute and appoint _____________ Attorney, to transfer
the same on the books of the Issuer with full power of substitution in the
premises.

Dated:           , 2001
         --------

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

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