SERIES "B" WARRANTS

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF THE  WARRANTS  HAVE NOT BEEN  REGISTERED  OR  QUALIFIED  UNDER  THE
SECURITIES  ACT OF 1933 OR THE  SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY
BE OFFERED  AND SOLD ONLY IF  REGISTERED  AND  QUALIFIED  PURSUANT  TO  RELEVANT
PROVISIONS  OF FEDERAL AND STATE  SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

                              ONE WORLD ONLINE.COM, INC.

                  Incorporated Under the Laws of the State of Nevada

No. B - _________                                _________ Series B Common Stock
                                                               Purchase Warrants

                     CERTIFICATE FOR SERIES "B" COMMON STOCK

                                PURCHASE WARRANTS

         1. Warrant.  This Warrant  Certificate  certifies  that , or registered
assigns  (the  "Registered  Holder"),  is the  registered  owner  of  the  above
indicated  number of Warrants  expiring on the  Expiration  Date, as hereinafter
defined.  One (1) Warrant  entitles  the  Registered  Holder to purchase one (1)
share of the common stock,  $.001 par value per share (a "Share"),  of One World
Online.Com,  Inc., a Nevada  corporation (the "Company"),  from the Company at a
purchase price of $3.00 per share (the "Exercise  Price") at any time during the
Exercise  Period,  as  hereinafter  defined,  upon  surrender  of  this  Warrant
Certificate  with the  exercise  form hereon duly  completed  and  executed  and
accompanied  by payment of the  Exercise  Price at the  principal  office of the
Company.

         Upon  due   presentment  for  transfer  or  exchange  of  this  Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations  provided herein, upon payment of any tax or governmental charge
imposed in  connection  with such  transfer.  Subject to the terms  hereof,  the
Company   shall  deliver   Warrant   Certificates   in  required   whole  number
denominations to Registered  Holders in connection with any transfer or exchange
permitted hereunder.

         2. Restrictive Legend. Each certificate representing Shares issued upon
exercise  of a  Warrant,  unless  such  Shares  are then  registered  under  the
Securities  Act of  1933,  as  amended  (the  "Act"),  shall  bear a  legend  in
substantially the following form:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
         REGISTERED  OR  QUALIFIED  UNDER  THE  SECURITIES  ACT OF  1933  OR THE
         SECURITIES  OR BLUE SKY LAWS OF ANY STATE AND MAY BE  OFFERED  AND SOLD
         ONLY IF  REGISTERED  AND QUALIFIED  PURSUANT TO RELEVANT  PROVISIONS OF
         FEDERAL AND STATE  SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION  FROM
         SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

         3. Exercise.  Subject to the terms hereof,  the Warrants,  evidenced by
this Warrant Certificate,  may be exercised at the Exercise Price in whole or in
part at any time during the period (the  "Exercise  Period")  commencing  on the
date hereof and  terminating on the three year  anniversary of the date of grant
(the  "Expiration  Date").  The  Exercise  Period  may also be  extended  by the
Company's board of directors.

         A Warrant shall be deemed to have been exercised  immediately  prior to
the close of business on the date (the "Exercise  Date") of the surrender to the
Company at its principal  offices of this Warrant  Certificate with the exercise
form  attached  hereto  executed by the  Registered  Holder and  accompanied  by

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payment to the Company, in cash, wire transfer, or by official bank or certified
check,  of an amount equal to the aggregate  Exercise  Price, in lawful money of
the United States of America.

         The person  entitled to receive the Shares  issuable upon exercise of a
Warrant or Warrants  ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant  Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any  fractional  share  interests in
Warrant  Shares  issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect  thereto,  and such right to a fractional share shall be of
no value whatsoever.  If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise  thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

         Promptly,  and in any event within ten business days after the Exercise
Date,  the  Company  shall  cause to be issued  and  delivered  to the person or
persons  entitled to receive the same, a  certificate  or  certificates  for the
number of Warrant Shares deliverable on such exercise.

         The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute  owner thereof for all purposes,  and the Company shall
not be affected by any notice to the  contrary.  The Warrants  shall not entitle
the  Registered  Holder thereof to any of the rights of  shareholders  or to any
dividend  declared  on the  Shares  unless  the  Registered  Holder  shall  have
exercised  the Warrants and thereby  purchased  the Warrant  Shares prior to the
record date for the determination of holders of Shares entitled to such dividend
or other right.

         4.  Reservation of Shares and Payment of Taxes.  The Company  covenants
that it will at all times reserve and have available from its authorized  Common
Stock  such  number of shares  as shall  then be  issuable  on the  exercise  of
outstanding Warrants.  The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued,  fully paid and  nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

         The Registered Holder shall pay all documentary, stamp or similar taxes
and other  government  charges that may be imposed with respect to the issuance,
transfer or delivery of any Warrant  Shares on exercise of the Warrants.  In the
event the Warrant  Shares are to be  delivered  in a name other than the name of
the Registered Holder of the Warrant Certificate, no such delivery shall be made
unless the person  requesting  the same has paid the amount of any such taxes or
charges incident thereto.

         5.   Registration  of  Transfer.   The  Warrant   Certificates  may  be
transferred  in whole or in part,  provided any such transfer  complies with all
applicable  federal and state  securities laws and, if requested by the Company,
the  Registered  Holder  delivers  to the  Company an opinion of counsel to that
effect,  in form and substance  reasonably  acceptable  to the Company.  Warrant
Certificates  to be  transferred  shall be  surrendered  to the  Company  at its
principal  office.  The  Company  shall  execute,  issue and deliver in exchange
therefore the Warrant  Certificate or Certificates  which the Registered  Holder
making the transfer shall be entitled to receive.

         The Company shall keep transfer books at its principal office or at the
office of its warrant agent which shall register  Warrant  Certificates  and the
transfer thereof. On due presentment of any Warrant Certificate for registration
of transfer at such office, the Company shall execute,  issue and deliver to the
transferee or transferees a new Warrant Certificate or Certificates representing
an equal aggregate number of Warrants.  All Warrant  Certificates  presented for
registration of transfer or exercise shall be duly endorsed or be accompanied by
a written  instrument or  instruments  of transfer in form  satisfactory  to the
Company. The Company may require payment of a sum sufficient to cover any tax or
other government charge that may be imposed in connection therewith.

         All Warrant  Certificates so surrendered,  or surrendered for exercise,
or for exchange in case of  mutilated  Warrant  Certificates,  shall be promptly
cancelled  by the Company  and  thereafter  retained  by the  Company  until the
Expiration Date. Prior to due presentment for registration of transfer  thereof,
the Company may treat the  Registered  Holder of any Warrant  Certificate as the
absolute  owner thereof  (notwithstanding  any notations of ownership or writing
thereon made by anyone  other than the  Company),  and the Company  shall not be
affected by any notice to the contrary.

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<PAGE>

         6.  Loss  or  Mutilation.   On  receipt  by  the  Company  of  evidence
satisfactory  as to the  ownership  of  and  the  loss,  theft,  destruction  or
mutilation of this Warrant  Certificate,  the Company shall execute and deliver,
in lieu  thereof,  a new Warrant  Certificate  representing  an equal  aggregate
number of Warrants.  In the case of loss,  theft or  destruction  of any Warrant
Certificate,  the individual  requesting  issuance of a new Warrant  Certificate
shall be required to  indemnify  the  Company in an amount  satisfactory  to the
Company. In the event a Warrant Certificate is mutilated, such Certificate shall
be  surrendered  and cancelled by the Company prior to delivery of a new Warrant
Certificate.  Applicants  for a new Warrant  Certificate  shall also comply with
such other regulations and pay such other reasonable  charges as the Company may
prescribe.

         7. Call  Option.  So long as the closing bid price or last trade in the
principal market in which, or on the principal exchange on which, such shares of
common  stock  are  traded  exceeds  three  dollars  ($3.00)  for the  ten  (10)
consecutive  trading days  preceding but not including the date of the notice of
such call, the Company shall have the right and option, upon no less than twenty
(20)  trading  days'  written  notice to the  Registered  Holder,  to call,  and
thereafter to redeem and acquire all of the Warrants  remaining  outstanding and
unexercised  at  the  date  fixed  for  such  redemption  in  such  notice  (the
"Redemption  Date"),  which  Redemption  Date shall be at least 20 trading  days
after the date of such  notice,  for an amount  equal to  One-Tenth  of One Cent
($.001) per Warrant;  provided,  however,  that the Registered Holder shall have
the right during the period  between the date of such notice and the  Redemption
Date to exercise the Warrants in  accordance  with the  provisions  of Section 3
hereof and provided  further that a prospectus  meeting the prospectus  delivery
requirements of the Securities Act of 1933, as amended,  and covering the resale
of the shares to be issued  upon  exercise  of this  Warrant  by the  Registered
Holder  hereof  or the  successors  in  interest  to such  Registered  Holder is
available  during the entire period between such notice and the Redemption Date.
Said notice of redemption  shall require the  Registered  Holder to surrender to
the Company,  not later than on the Redemption Date, at the principal  executive
offices  of the  Company,  his  certificate  or  certificates  representing  the
Warrants to be redeemed.  Notwithstanding  the fact that any Warrants called for
redemption  have not been  surrendered  for redemption and  cancellation  on the
Redemption  Date,  after the Redemption Date such Warrants shall be deemed to be
expired and all rights of the Registered Holder of such  unsurrendered  Warrants
shall cease and terminate,  other than the right to receive the redemption price
of $.001 per Warrant for such Warrants, without interest.

         In  connection  with any call  hereunder,  the  Company  shall  have no
obligation to call any other stock purchase warrant or warrants,  whether or not
having  similar  terms,  and no call made  pursuant to any other stock  purchase
warrant  shall  obligate  the Company to exercise its right and option to make a
call hereunder.

         8.  Adjustment of Shares.  The number and kind of  securities  issuable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:

                           (a) Stock  Splits,  Stock  Combinations  and  Certain
         Stock Dividends.  If the Company shall at any time subdivide or combine
         its  outstanding  Shares,  or  declare  a  dividend  in Shares or other
         securities of the Company  convertible into or exchangeable for Shares,
         a Warrant  shall,  after such  subdivision  or combination or after the
         record date for such dividend, be exercisable for that number of Shares
         and other  securities of the Company that the  Registered  Holder would
         have owned  immediately after such event with respect to the Shares and
         other   securities   for  which  a  Warrant  may  have  been  exercised
         immediately   before  such  event  had  the  Warrant   been   exercised
         immediately  before such event. Any adjustment under this Section 8 (a)
         shall  become  effective  at the  close  of  business  on the  date the
         subdivision, combination or dividend becomes effective.

                           (b)  Adjustment  for  Reorganization,  Consolidation,
         Merger.  In case of any  reorganization  of the  Company  (or any other
         corporation  the  stock or other  securities  of which  are at the time
         receivable  upon  exercise of a Warrant) or in case the Company (or any
         such other  corporation)  shall merge into or with or consolidate  with
         another corporation or convey all or substantially all of its assets to
         another corporation or enter into a business combination of any form as
         a result  of which  the  Shares  or other  securities  receivable  upon
         exercise of a Warrant are  converted  into other stock or securities of
         the same or  another  corporation,  then  and in each  such  case,  the
         Registered Holder of a Warrant,  upon exercise of the purchase right at
         any time after the consummation of such reorganization,  consolidation,
         merger,  conveyance or  combination,  shall be entitled to receive,  in
         lieu of the Shares or other securities to which such Registered  Holder

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<PAGE>

         would  have  been  entitled  had  he  exercised   the  purchase   right
         immediately  prior  thereto,  such  stock  and  securities  which  such
         Registered  Holder would have owned  immediately  after such event with
         respect to the Shares and other securities for which a Warrant may have
         been  exercised  immediately  before  such event had the  Warrant  been
         exercised immediately prior to such event.

         In  each  case of an  adjustment  in the  Shares  or  other  securities
receivable upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such notice shall set forth the facts upon
which such adjustment is based.

         9. Reduction in Exercise Price at Company's Option. The Company's board
of  directors  may, at its sole  discretion,  reduce the  Exercise  Price of the
Warrants  in  effect  at any time  either  for the life of the  Warrants  or any
shorter  period of time  determined  by the Company's  board of  directors.  The
Company shall promptly  notify the  Registered  Holders of any such reduction in
the Exercise Price.

         10. Notices.  All notices,  demands,  elections,  or requests  (however
characterized  or described)  required or authorized  hereunder  shall be deemed
given  sufficiently  if in writing and sent by  registered  or  certified  mail,
return receipt requested and postage prepaid, or by facsimile or telegram to the
Company, at its principal executive office, and of the Registered Holder, at the
address of such holder as set forth on the books maintained by the Company.

         11. General Provisions. This Warrant Certificate shall be construed and
enforced in accordance  with,  and governed by, the laws of the State of Nevada.
Except  as  otherwise  expressly  stated  herein,  time  is of  the  essence  in
performing  hereunder.   The  headings  of  this  Warrant  Certificate  are  for
convenience  in  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed as of the ____ day of ________, 2001.

ONE WORLD ONLINE.COM, INC.



By _________________________________       By _________________________________
     Secretary                                 President

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<PAGE>

                           ONE WORLD ONLINE.COM, INC.

         The following  abbreviations,  when used in the inscription on the face
of this  instrument,  shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JR TEN - as joint tenants with right of survivorship and not as tenants
         in common UNIF TRANS MIN ACT -  ____________  (Custodian  for Minor) as
         custodian for __________ (name of minor) under the Uniform Transfers to
         Minors Act

         Additional abbreviations may also be used though not in the above list.

                               FORM OF ASSIGNMENT

                 (To be Executed by the Registered Holder if He or She
                      Desires to Assign Warrants Evidenced by the
                              Within Warrant Certificate)

         FOR VALUE RECEIVED  ___________________________  hereby sells,  assigns
and transfers unto _____________________________ _____________________ (_______)
Warrants,   evidenced  by  the  within  Warrant  Certificate,  and  does  hereby
irrevocably  constitute  and  appoint  _____________________  __________________
Attorney  to  transfer  the  said  Warrants  evidenced  by  the  within  Warrant
Certificates on the books of the Company, with full power of substitution.

Dated:____________________                         _____________________________
                                                      Signature

                  Notice:  The above  signature must correspond with the name as
                  written  upon the  face of the  Warrant  Certificate  in every
                  particular,  without  alteration or  enlargement or any change
                  whatsoever.

Signature Guaranteed: __________________________________________


SIGNATURE  MUST BE GUARANTEED BY A COMMERCIAL  BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING  STOCK  EXCHANGES:  NEW  YORK  STOCK  EXCHANGE,  PACIFIC  COAST  STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.


<PAGE>

                          FORM OF ELECTION TO PURCHASE

                (To be Executed by the Holder if he Desires to Exercise
                    Warrants Evidenced by the Warrant Certificate)

To One World Online.com, Inc.

         The    undersigned    hereby    irrevocably    elects    to    exercise
___________________________  (______) Warrants,  evidenced by the within Warrant
Certificate  for,  and to  purchase  thereunder,  _____________  _______________
(______) full shares of Common Stock issuable upon exercise of said Warrants and
delivery of $_________ and any applicable taxes.

         The undersigned requests that certificates for such shares be issued in
the name of:

         PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER


-----------------------------------         ------------------------------------
(Please print name and address)

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         If said number of Warrants  shall not be all the Warrants  evidenced by
the within  Warrant  Certificate,  the  undersigned  requests that a new Warrant
Certificate  evidencing  the  Warrants not so exercised be issued in the name of
and delivered to:

--------------------------------------------------------------------------------
                         (Please print name and address)

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

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Dated: ________________________________
Signature:_____________________________

         NOTICE:  The above  signature must  correspond with the name as written
         upon the face of the within Warrant  Certificate  in every  particular,
         without  alteration  or  enlargement  or any change  whatsoever,  or if
         signed by any other person the Form of  Assignment  hereon must be duly
         executed and if the certificate  representing the shares or any Warrant
         Certificate  representing Warrants not exercised is to be registered in
         a name  other  than that in which the  within  Warrant  Certificate  is
         registered, the signature of the holder hereof must be guaranteed.

Signature Guaranteed: ___________________________________________

 SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
     FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
          EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.