THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TOWARD
RESALE OR DISTRIBUTION. THIS WARRANT MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR
AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY
ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT.

                           FORM OF
                MAJESTIC COMPANIES LIMITED
              WARRANT TO PURCHASE COMMON STOCK

Warrant No.:                           Number of Shares Issuable
Date of Issuance:

Majestic Companies, Ltd., a Nevada corporation (the "Company"),
hereby certifies that, for [$INSERT], and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, [INSERT] the registered holder hereof or its
permitted assigns, is entitled, subject to the terms set forth
below, to purchase from the Company upon surrender of this
Warrant, at any time or times on or after the date hereof, but
not after 5:00 P.M. Eastern Standard Time on the Expiration Date
(as defined herein) [ INSERT] fully paid nonassessable shares of
Common Stock (as defined herein) of the Company (the "Warrant
Shares") at the Warrant Exercise Price per share provided in
Section l(b) below;

Section 1.

(a)  Letter Agreement.  This Warrant is one of the warrants (the
" Warrants") issued pursuant to the terms of [Securities Purchase
Agreement /Equity Line of Credit/ Placement Agent Agreement]
between the Company and [ INSERT], dated June    [     ] , 2000.

(b)  Definitions.  The following words and terms as used in this
Warrant shall have the following meanings:

(i)  "Common Stock" means (i) the Company's common stock, par
value 0.001 per share, and (ii) any capital stock into which such
Common Stock shall have been changed or any capital stock
resulting from a reclassification of such Common Stock.

(ii)  "Common Stock Deemed Outstanding" means, at any given time,
the number of shares of Common Stock actually outstanding at such
time, plus the number of shares of Common Stock deemed to be
outstanding pursuant to Sections 8(b)(i) and 8(b)(ii) hereof
regardless of whether the Options (as defined below) are actually
exercisable or convertible at such time, but excluding any shares
of Common Stock owned or held by or for the account of the
Company or issuable upon exercise of the Warrants.

(iii)  "Convertible Securities"  means any stock or securities
(other than Options) directly or indirectly convertible into or
exchangeable for Common Stock.

(iv)  "Expiration Date" means the date five (5) years from the
date of the issuance of the Warrant or, if such date falls on a
Saturday, Sunday or other day on which banks are required or
authorized to be closed in the City of New York or the State of
New York (a "Holiday"), the next preceding date that is not a
Holiday.

(v)  "Options"  means any rights, warrants or options to
subscribe for or purchase Common Stock or Convertible Securities.

"Other Securities"  means other Warrants.

(vii)  "Person" means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization and a government or any department
or agency thereof.

(viii)  "Principal Market"  means the Nasdaq Bulletin
Board System or Nasdaq Small-Cap Market.

(ix)  "Securities Act" means the Securities Act of 1933, as amended.

(x)  "Warrant" shall mean this warrant and all warrants issued in
exchange, transfer or replacement of any thereof.

(xi)  "Warrant Exercise Price" shall be equal to $_____,
subject to adjustment as hereinafter provided.

(b)  Other Definitional Provisions.

(i)  Except as otherwise specified herein, all references herein
(A) to the Company shall be deemed to include the Company's
successors and (B) to any applicable law defined or referred to
herein, shall be deemed references to such applicable law as the
same may have been or may be amended or supplemented from time to
time.

(ii)  When used in this Warrant, the words "herein," "hereof," and
"hereunder," and words of similar import, shall refer to this
Warrant as a whole and not to any provision of this Warrant, and
the words "Section," "Schedule," and "Exhibit" shall refer to
Sections of, and Schedules and Exhibits to, this Warrant unless
otherwise specified.

(iii)  Whenever the context so requires, the neuter gender
includes the masculine or feminine, and the singular number
includes the plural, and vice versa.

Section 2.  Exercise of Warrant.

(a)  Subject to the terms and conditions hereof, this Warrant may be
exercised by the holder hereof then registered on the books of
the Company, in whole or in part, at any time on any  business
day or after the opening of business on the date hereof and prior
to 11:59 P.M. Eastern Standard Time on the Expiration Date by (i)
delivery of a written notice, in the form of the subscription
notice attached as Exhibit A hereto, of such holder's election to
exercise this Warrant, which notice shall specify the number of
Warrant Shares to be purchased, (ii) (A) payment to the Company
of an amount equal to the Warrant Exercise Price multiplied by
the number of Warrant Shares as to which the Warrant is being
exercised (plus any applicable issue or transfer taxes) (the
"Aggregate Exercise Price") in cash or by check or wire transfer,
or (B) by notifying the Company that it should subtract from the
number of Warrant Shares Issuable to the holder upon such
exercise an amount of warrant shares having a  last reported sale
price (as reported by Bloomberg) or fair market value on the date
immediately preceding the date of the subscription notice equal
the Aggregate Exercise Price of the Warrant shares for which this
warrant is being exercised (a "Cashless Exercise"), and (iii) the
surrender of this Warrant, to a common carrier for delivery to
the Company as soon as practicable following such date, this
Warrant (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft, or destruction); provided
that if such Warrant Shares are to be issued in any name other
than that of the registered holder of this Warrant, such issuance
shall be deemed a transfer and the provisions of Section 7 shall
be applicable.  In the event of any exercise of the rights
represented by this Warrant in compliance with this Section 2, a
certificate or certificates for the Warrant Shares so purchased,
in such denominations as may be requested by the holder hereof
and registered in the name of, or as directed by, the holder,
shall be delivered at the Company's expense to, or as directed
by, such holder as soon as practicable after such rights shall
have been so exercised, and in any event no later than five (5)
business days after the Company's receipt of the Exercise Notice,
the Aggregate Exercise Price and this Warrant (or indemnification
undertaking with respect to this Warrant in the case of its loss,
theft or destruction)  Upon delivery of the Exercise Notice and
Aggregate Exercise Price referred to in clause (ii) (A) above or
notification to the Company of a Cashless exercise referred to in
clause (ii) (B) above, the holder of this Warrant shall be deemed
for all corporate purposes to have become the holder of record of
the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of this Warrant
as required by clause (iii) above or the certificates evidencing
such Warrant Shares.  In the case of a dispute as to the
determination of the Warrant Exercise Price or the Average Market
Price of a security or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the holder the number
of shares of Common Stock that is not disputed and shall submit
the disputed determinations or arithmetic calculations to the
holder via facsimile within five (5) business days of receipt of
the holder's subscription notice. If the holder and the Company
are unable to agree upon the determination of the Warrant
Exercise Price or Average Market Price or arithmetic calculation
of the Warrant Shares within five (5) business days of such
disputed determination or arithmetic calculation being submitted
to the holder, then the Company shall immediately submit via
facsimile (i) the disputed determination of the Warrant Exercise
Price or the Average Market Price to an independent, reputable
investment banking firm or (ii) the disputed arithmetic
calculation of the Warrant Shares to its independent, outside
accountant. The Company shall cause the investment banking firm
or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the
holder of the results no later than forty-eight (48) hours from
the time it receives the disputed determinations or calculations.
Such investment bank's or accountant's determination or
calculation, as the case may be, shall be deemed conclusive
absent manifest error and the Company shall be liable for the
costs and expenses related to such determination or calculation.

(b)  Unless the rights represented by this Warrant shall have
expired or shall have been fully exercised, the Company shall, as
soon as practicable and in any event no later than five (5)
business days after any exercise and at its own expense, issue a
new Warrant identical in all respects to the Warrant exercised
except (i) it shall represent rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise
under the Warrant exercised, less the number of Warrant Shares
with respect to which such Warrant is exercised, and (ii) the
holder thereof shall be deemed for all corporate purposes to have
become the holder of record of such Warrant Shares immediately
prior to the close of business on the date on which the Warrant
is surrendered and payment of the amount due in respect of such
exercise and any applicable taxes is made, irrespective of the
date of delivery of certificates evidencing such Warrant Shares,
except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are properly closed,
such person shall be deemed to have become the holder of such
Warrant Shares at the opening of business on the next succeeding
date on which the stock transfer books are open.  Upon
presentation of a duly executed Subscription Form in the Form of
Exhibit A to this Warrant, the holder shall be entitled to
exercise this Warrant in whole or in part, if the holder shall
have previously exercised and surrendered this Warrant and the
Company shall not have issued a new Warrant representing the
number of shares issuable following such prior exercise.

(c)  No fractional shares of Common Stock are to be issued
upon the exercise of this Warrant, but rather the number of
shares of Common Stock issued upon exercise of this Warrant shall
be rounded up or down to the nearest whole number.

(d)  If the Company shall fail for any reason or for no
reason to issue to holder on a timely basis as described under
this Section 2, a certificate for the number of shares of Common
Stock to which the holder is entitled upon the holder's exercise
of this Warrant or a new Warrant for the number of shares of
common stock to which such holder is entitled pursuant to section
2(b) hereof, the Company shall, in addition to any other remedies
under this Agreement or otherwise available to such holder pay as
additional damages in cash to such holder for each day such
issuance is not timely effected an amount equal to one percent
(1%) of the product of (A) the sum of the number of shares of
Common Stock not issued to the holder on a timely basis and to
which the holder is entitled and/or, the number of shares
represented by the portion of this Warrant which is not being
converted, as the case may be, and (B) the sum derived by
subtracting (1) the Warrant exercise price then in effect, from
(2) the average of the Closing Bid Price of the Common Stock on
the last possible date which the Company could have issued Common
Stock or Warrant, as the case may be, to the holder without
violating this Section 2.

(e)  The Company shall not affect any exercise of any
Warrant and no holder of any Warrant shall have the right to
exercise any Warrant pursuant to Section 2 to the extent that
after giving to such exercise such person (together with such
Persons affiliates) (A) would beneficially owned in excess of
4.9% of the outstanding shares of Common Stock following such
conversion and (B) would have acquired, through exercise of any
Warrant or otherwise, in excess of 4.9% of the outstanding shares
of the Common Stock following such exercise during the 60-day
period ending on and including such exercise date.  For purposes
of the foregoing sentence, the number of shares of Common Stock
beneficially owned by a person and its affiliates or acquired by
a person and its affiliates, as the case may be, shall include
the number of shares of Common Stock issuable upon the exercise
of the Warrants with respect to which the determination of such
sentence is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the
remaining, non exercisable Warrants beneficially owned by such
person and its affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the
Company subject to limitation on conversion or exercise analogous
to the limited contained herein beneficially owned by such Person
and its affiliates.  Except as set forth in the preceding
sentence, for purposes of this section 2(e), beneficial ownership
shall be calculated in accordance with Section 13 (d) of the
Securities Exchange Act of 1934, as amended.  Notwithstanding
anything to the contrary contained herein, each Exercise Notice
shall constitute a representation by the holder submitting such
Exercise Notice that, after giving effect to such Exercise Notice
(A) the holder will not beneficially own (as determined in
accordance with this Section 2(e)) and (B) during the 60-day
period ending on and including such exercise date, the holder
will not have acquired, through exercise of any Warrant or
otherwise, a number of shares of Common Stock in excess of 4.9%
of the outstanding shares of Common Stock as reflected in the
Company's most recent Form 10-Q or Form 10-K, as the case may be,
or more recent public release or other public notice by the
Company setting forth the number of Shares of Common Stock
outstanding, but after giving effect to exercise of any Warrant
by such holder since the date as of which such numbers of
outstanding shares of the Common Stock was reported.

Section 3.  Covenants as to Common Stock.  The Company hereby
covenants and agrees as follows:

(a)  This Warrant is issued in substitution for or
replacement of this Warrant will upon issuance be, duly
authorized and validly issued.

(b)  All Warrant Shares which may be issued upon the
exercise of the rights represented by this Warrant will, upon
issuance, be validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue
thereof.

(c)  During the period within which the rights represented
by this Warrant may be exercised, the Company will at all times
have authorized and reserved at least the number of shares of
Common Stock needed to provide for the exercise of the rights
then represented by this Warrant and the par value of said shares
will at all times be less than or equal to the applicable Warrant
Exercise Price.

(d)  The Company shall promptly secure the listing of the
shares of Common Stock issuable upon exercise of this Warrant
upon each national securities exchange or automated quotation
system, if any, or over-the-counter-bulletin board upon which
shares of Common Stock are then listed or quoted (subject to
official notice of the over-the-counter bulletin board of
issuance upon exercise of this Warrant) and shall maintain, so
long as any other shares of Common Stock shall be so listed or
quoted, such listing or quotation of all shares of Common Stock
from time to time issuable upon the exercise of this Warrant; and
the Company shall so list or obtain quotation on each such
national securities exchange, automated quotation system or over-
the-counter bulletin board, as the case may be, and shall
maintain such listing in quotation 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, automated quotation
system or over-the-counter bulletin board.

(e)  The Company will not, by amendment of its Certificate
of Incorporation 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.

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

(g)  If at any time the Company proposes to file with the
Securities and Exchange Commission a registration statement
relating to an offering for its own account or the account of
others under the Securities Act of any of its Securities (other
than on Form S-4 or Form S-8 (or their equivalents at such time)
relating to securities to be issued solely in connection with any
acquisition of any entity or business or equity securities
issuable in connection with stock option or other employee
benefit plans the Company shall promptly send to the Holder's
written notice of the Company's intention to file a registration
statement and of the holder's rights under this section and, if
within twenty (20) days after receipt of such notice, the holder
hereof shall so request in writing, the Company shall include in
such registration statement all or any part of the Common Stock
underlying this Warrant the holder requests to be registered.  If
a registration pursuant this section is to be an underwritten
public offering and the managing underwriters advise the Company
in writing, that in their reasonable good faith opinion,
marketing or other factors dictate that a limitation on the
number of shares of Company common stock which may be included in
the registration statement is necessary to facilitate and not
adversely affect the proposed offering, then the Company shall
included in such registration : (1) first, all securities the
Company proposes to sell for its own account, (2) second, up to
the full number of securities proposed to be registered for the
account of the holders of securities entitled to inclusion of
their securities requested to be registered by the holder hereof
and other holders of securities entitled to participate in the
registration, as of the date hereof, drawn from them pro rata
based on the number each has requested to be included in such
registration.

Section 4.  Taxes.  The Company shall not be required to pay
any tax or taxes attributable to the initial issuance of the
Warrant Shares or any permitted transfer involved in the issue or
delivery of any certificates for Warrant Shares in a name other
than that of the registered holder hereof or upon any permitted
transfer of this Warrant.

Section 5.  Warrant Holder Not Deemed a Stockholder.  Except
as otherwise specifically provided herein, no holder, as such, of
this Warrant shall be entitled to vote or receive dividends or be
deemed the holder of shares of the Company for any purpose, nor
shall anything contained in this Warrant be construed to confer
upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares
which he or she is then entitled to receive upon the due exercise
of this Warrant.

In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on such holder to purchase any
securities or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 5, the Company will provide
the holder of this Warrant with copies of the same notices and
other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the
stockholders.

Section 6.  Representations of Holder.  The holder of this
Warrant, by the acceptance hereof, represents (and any assignor
shall represent) that it is acquiring this Warrant and the
Warrant Shares for its own account for investment purposes and
not with a view to, or for sale in connection with, any
distribution hereof, and not with any present intention of
distributing any of the same. The holder of this Warrant further
represents (and any assignor shall represent), by acceptance
hereof, that, as of this date, such holder is an "accredited
investor" as such term is defined in Rule 501(a)(1) of Regulation
D promulgated by the Securities and Exchange Commission under the
Securities Act (an "Accredited Investor"). Upon exercise of this
Warrant, the holder shall, if requested by the Company, confirm
in writing, in a form satisfactory to the Company, that the
Warrant Shares so purchased are being acquired solely for the
holder's own account and not as a nominee for any other party,
for investment, and not with a view toward distribution or resale
and that such holder is an Accredited Investor. If such holder
cannot make such representations because they would be factually
incorrect, it shall be a condition to such holder's exercise of
the Warrant that the Company receive such other representations
as the Company considers reasonably necessary to assure the
Company that the issuance of its securities upon exercise of the
Warrant shall not violate any United States Federal or state
securities laws.

Section 7.  Ownership and Transfer.

(a)  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 permissible transferee. The
Company may treat the person in whose name any Warrant is
registered on the register as the owner and holder thereof for
all purposes, notwithstanding any notice to the contrary, but in
all events recognizing any transfers made in accordance with the
terms of this Warrant.

(b)  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 warrant power in
the form of Exhibit B attached hereto; provided, however, that
any transfer or assignment shall subject to the conditions set
forth in Section 6 above and Section 7(c) below.

(c)  The holder of this Warrant understands that this
Warrant has not been and is not expected to be, registered under
the Securities Act or any state securities laws, and may not be
offered for sale, sold, assigned or transferred unless (a)
subsequently registered thereunder, or (b) such holder shall have
delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the
effect that the securities to be sold, assigned or transferred
may be sold, assigned or transferred pursuant to an exemption
from such registration.  Any sale of such securities made in
reliance on Rule 144 promulgated under the Securities Act may be
made only in accordance with the terms of said Rule and further,
if said Rule is not applicable, any resale of such securities
under circumstances in which the seller (or the person through
whom the sale is made) may be deemed to be an underwriter (as
that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or
the rules and regulations of the Securities and Exchange
Commission thereunder; and neither the Company nor any other
person is under any obligation to register the Series A Preferred
Share Warrants under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption
thereunder except as set forth in Section 7(d) below.

(d)  The Company is obligated to register the Warrant Shares
for resale under the Securities Act pursuant to the Registration
Rights Agreement dated as of June [   ] , 2000, by and between
the Company and the Buyers listed on the signature page thereto
(the "Registration Rights Agreement") and the initial holder of
this Warrant (and certain assignees thereof) is entitled to the
registration rights in respect of the Warrant Shares as set forth
in the Registration Rights Agreement.

Section 8.  Adjustment of Warrant Exercise Price.  In order to
prevent dilution of the rights granted under this Warrant, the
Warrant Exercise Price shall be adjusted from time to time as
follows:

(a)  Adjustment of Warrant Exercise Price upon Subdivision or
Combination of Common Stock. If the Company at any time after the
date of issuance of this Warrant, subdivides (by any stock split,
stock dividend, re-capitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater
number of shares, the Warrant Exercise Price in effect
immediately prior to such subdivision will be proportionately
reduced and the number of shares of Common Stock obtainable upon
exercise of this Warrant will be proportionately increased. If
the Company at any time after the date of issuance of this
Warrant combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Warrant
Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of shares of
Common Stock obtainable upon exercise of this Warrant will be
proportionately decreased.

(b)  Reorganization, Reclassification, Consolidation, Merger or
Sale.  Any re-capitalization, reorganization reclassification,
consolidation, merger, sale of all or substantially all of the
Company's assets to another Person or other similar transaction
which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in
exchange for Common Stock is referred to herein as in "Organic
Change." Prior to the consummation of any Organic Change, the
Company will make appropriate provision (in form and substance
reasonably satisfactory to the holders of a majority of the
Warrants then outstanding) to insure that, upon the consummation
of such Organic Change, each of the holders of the Warrants will
thereafter have the right to acquire and receive in lieu of the
Common Stock, 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 the Warrants had such
Organic Change not taken place. In any such case, the Company
will make appropriate provision (in form and substance reasonably
satisfactory to the holders of a majority of the Warrants then
outstanding) with respect to such holders' rights and interests
to insure that the provisions of this Section 8(b) will
thereafter be applicable to the Warrants.

(c)  Notices.

(i)  Immediately upon any adjustment of the Warrant
Exercise Price pursuant to this Section 8, the Company will give
written notice thereof to the holder of this Warrant, setting
forth in reasonable detail and certifying the calculation of such
adjustment.

(ii)  The Company will give written notice to the holder
of this Warrant at least twenty (20) days prior to the date on
which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the Common Stock,
(B) with respect to any pro rata subscription offer to holders of
Common Stock or (C) for determining rights to vote with respect
to any Organic Change, dissolution or liquidation, except that in
no event shall such notice be provided to such holder prior to
such information being made known to the public.

(iii)  The Company will also give written notice to
the holder of this Warrant at least twenty (20) days prior to the
date on which any Organic Change, dissolution or liquidation will
take place.

Section 9.  Lost, Stolen, Mutilated or Destroyed Warrant.  If
this Warrant is lost, stolen, mutilated or destroyed, the Company
shall, on receipt of an indemnification undertaking, issue a new
Warrant of like denomination and tenor as the Warrant so lost,
stolen, mutilated or destroyed.

Section 10.  Notice.  Any notices, consents, waivers, or other
communications required or permitted to be given under the terms
of this Warrant must be in writing and will be deemed to have
been delivered (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile, provided a copy is mailed
by U.S. certified mail, return receipt requested; (iii) three (3)
days after being sent by U.S. certified mail, return receipt
requested; or (iv) one (1) day after deposit with a nationally
recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

If to the Company:

Majestic Companies, Ltd.
8880 Rio San Diego - 8th Floor
San Diego, CA 92108
Attention:  Francis Zubrowski, President
Telephone:  (619) 209-6077
Facsimile:  (619) 209-6078

With a copy to:

Law Offices of Marc C. Tow
3900 Birch Street
Suite # 113
Newport Beach, CA 92660
Attention:  James DeOlden, Esq.
Telephone:  (949) 975-0544
Facsimile:  (949) 975-0547

If to a holder of this Warrant, to it at the address set
forth below such holder's signature on the signature page hereof.
Each party shall provide five (5) days' prior written notice to
the other party of any change in address or facsimile number.

Section 11.  Amendments.  This Warrant and any term hereof may
be changed, waived, discharged, or terminated only by an
instrument in writing signed by the party or holder hereof
against which enforcement of such change, waiver, discharge or
termination is sought.

Section 12.  Date.  The date of this Warrant is June [   ] ,
2000. This Warrant, in all events, shall be wholly void and of no
effect after the close of business on the Expiration Date, except
that notwithstanding any other provisions hereof, the provisions
of Section 7 shall continue in full force and effect after such
date as to any Warrant Shares or other securities issued upon the
exercise of this Warrant.

Section 13.  Amendment and Waiver.  Except as otherwise
provided herein, the provisions of the Warrants may be amended
and the Company may take any action herein prohibited, or omitted
to perform any act herein required to be performed by it, only if
the Company has obtained the written consent of the holders of
Warrants representing a majority of the shares of Common Stock
obtainable upon exercise of the Warrants then outstanding,
provided that no such action may increase the Warrant Exercise
Price of the Warrants or decrease the number of shares or class
of stock obtainable upon exercise of any warrants with out the
written consent of the holder of such warrant.

Section 14.  Descriptive Headings; Governing Law. The
descriptive headings of the several sections of this Warrant are
for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. This Warrant shall be deemed
to be made, governed by, interpreted under and construed in all
respects in accordance with the commercial rules of JAMS. This
chosen jurisdiction is irrespective of the country or place of
domicile or residence of either party.  In the event of
controversy arising out of the interpretation, construction,
performance or breach of this agreement, the parties hereby
consent to adjudication under the commercial rules of JAMS.  Said
venue of the arbitration shall be in New York County, New York.
Judgment on the award rendered by the arbitrator may be entered
in U.S. District Court sitting in the Southern District of the
State of New York or the state courts of the  State of New York
sitting in Manhattan. The Laws of the State of New York shall
govern all disputes regarding this matter.

This Warrant has been duly executed by the Company as of the date
first set forth above.

                              MAJESTIC COMPANIES, LTD.


                              By: /s/  Francis Zubrowski
                              Francis Zubrowski, President and Chief
                              Executive Officer


[HOLDER]

By:       _______________________________
Name:_________________________________
Title:    _______________________________
Address:  _______________________________
          _______________________________
          _______________________________

                            EXHIBIT A

                      FORM OF SUBSCRIPTION

(Complete and sign only exercise of the Warrant in whole or in
part.)

TO:  Majestic Companies, Ltd.

The undersigned, the holder of the attached Warrant to which
this Form of Subscription applies, hereby irrevocably elects to
exercise the purchase rights represented by such warrant for and
to purchase thereunder _______ shares of Common Stock, no par
value per share (the "Shares"), from Majestic Companies, Ltd.,
(or such other securities issuable pursuant to the terms of the
Warrant) and either: (i) herewith makes payment of $_______
therefor in cash or by certified or official bank check or (ii)
elects to make payment upon a cashless basis pursuant to Section
2(b) of the Warrant and hereby exercises ______ Warrants and the
Average Market Price Per Share for purposes hereof is $_______.
The undersigned hereby requests that the certificate(s)
representing such securities be issued in the name(s) and
delivered t the address(es) as follows:

Name:       _____________________________________________
Address:    _____________________________________________
Social Security Number:
            _____________________________________________
Deliver to: _____________________________________________
Address:    _____________________________________________

This the foregoing subscription evidences an exercise of the
Warrant to purchase fewer than all of the Shares (or other
securities issuable pursuant to the terms of the Warrant) to
which the undersigned is entitled under such warrant, please
issue a new warrant, of like tenor, relating to the remaining
portion of the securities issuable upon exercise of such warrant
(or other securities issuable pursuant to the terms of such
warrant) in the name(s), and deliver the same to the address(es),
as follow:

Name:       ______________________________________________
Address:    ______________________________________________
            ______________________________________________
Dated:      ______________________________________________


(Name of Holder)            (Social Security or Taxpayer Identification
                             Number of Holder, if applicable)

_____________________________
(Signature of Holder or Authorized
Signatory)

Signature Guaranteed:  __________________________________

                          EXHIBIT B

                   FORM OF WARRANT POWER

FOR VALUE RECEIVED, the undersigned does hereby assign and
transfer to ____________________________________________ Federal
Identification No.______, a warrant to purchase shares of the
capital stock of Majestic Companies, Ltd., a Nevada corporation,
represented by warrant certificate No._________, standing in the
name of the undersigned on the books of said corporation. The
undersigned does hereby irrevocably constitute and appoint
____________________________, attorney to transfer the warrants
of said corporation, with full power of substitution in the
premises.

Dated: _______________________

By:  _________________________
Its: _________________________