EXHIBIT 4.3

                     FORM OF UNDERWRITER'S WARRANT AGREEMENT

      Underwriter's Warrant Agreement dated as of [Closing Date] between Billy
Dead, INC., a Delaware corporation (the "Company"), and CIVILIAN CAPITAL, INC.
(hereinafter referred to variously as the "Holder" or "Holders" or the
"Underwriter").

                              W I T N E S S E T H:

      WHEREAS, the Company proposes to issue to the Underwriter warrants
("Warrants") to purchase up to an aggregate 54,000 shares of Series A Preferred
Stock, $0.001 par value, of the Company ("Series A Preferred"); and

      WHEREAS, the Underwriter has agreed pursuant to the underwriting agreement
(the "Underwriting Agreement") dated as of [Effective Date of Registration
Statement] between the Company and the Underwriter to act as the underwriter of
the Company's proposed public offering of 900,000 shares of Series A Preferred
at a public offering price of $8.75 per share of Series A Preferred (the "Public
Offering"); and

      WHEREAS, the Warrants are issued pursuant to this Agreement as of the
Closing Date (as such term is defined in the Underwriting Agreement) by the
Company to the Underwriter in consideration for, and as part of the
Underwriter's compensation in connection with, the Underwriter acting as the
underwriter pursuant to the Underwriting Agreement;

      NOW, THEREFORE, in consideration of the premises, the payment by the
Underwriter to the Company of an aggregate fifty-four dollars ($54.00), the
agreements herein set forth and other good and valuable consideration, hereby
acknowledged, the parties hereto agree as follows:

      1. Grant. The Underwriter (or its designees) is hereby granted the right
to purchase, at any time from _________, 2004, [twelve months after the date of
this Agreement] until 5:30 P.M., New York time, on __________, 2008 [five years
after the date of this Agreement], up to an aggregate of 54,000 shares of Series
A Preferred at an initial exercise price of $9.19 for 18,000 of the Warrants,
$9.63 for another 18,000 of the Warrants and $10.06 for the remaining 18,000 of
the Warrants, all of which are subject to adjustment as provided in Section 8,
subject to the terms and conditions of this Agreement. Except as set forth
herein, the shares of Series A Preferred issuable upon exercise of the Warrants
are in all respects identical to the shares of Series A Preferred being sold by
the Company in the Public Offering pursuant to the terms and provisions of the
Underwriting Agreement. The shares of Series A Preferred issuable upon exercise
of the Warrants are sometimes hereinafter referred to collectively as the
"Securities."

      2. Warrant Certificates. The warrant certificates (the "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such appropriate insertions, omissions, substitutions, and other variations as
required or permitted by this Agreement.

      3. Exercise of Warrant.

      3.1 Method of Exercise. The Warrants initially are exercisable at an
aggregate initial exercise price (subject to adjustment as provided in Section 8
hereof) per share of Series A Preferred set forth in Section 6 hereof payable by
certified or official bank check in New York Clearing House funds, subject to


                                     II-48
<PAGE>

adjustment as provided in Section 8 hereof. Upon surrender of a Warrant
Certificate with the annexed Form of Election to Purchase duly executed,
together with payment of the Exercise Price (as hereinafter defined) for the
shares of Series A Preferred purchased at the Company's principal executive
offices in Los Angeles, California (presently located at 2312 Lorenzo Dr., Los
Angeles, California), the registered holder of a Warrant Certificate ("Holder"
or "Holders") shall be entitled to receive a certificate or certificates for the
shares of Series A Preferred so purchased. The purchase rights represented by
each Warrant Certificate are exercisable at the option of the Holder thereof, in
whole or in part (but not as to fractional shares of the Series A Preferred
underlying the Warrants). Warrants may be exercised to purchase all or part of
the shares of Series A Preferred represented thereby. In the case of the
purchase of less than all the shares of Series A Preferred purchasable under any
Warrant Certificate, the Company shall cancel said Warrant Certificate upon the
surrender thereof and shall execute and deliver a new Warrant Certificate of
like tenor for the balance of the shares of Series A Preferred purchasable
thereunder.

      3.2 Exercise by Surrender of Warrant. In addition to the method of payment
set forth in Section 3.1 and in lieu of any cash payment required thereunder,
the Holder(s) of the Warrants shall have the right at any time and from time to
time to exercise the Warrants in full or in part by surrendering the Warrant
Certificate in the manner specified in Section 3.1 hereof. The number of shares
of Series A Preferred to be issued pursuant to this Section 3.2 shall be equal
to the difference between (a) the number of shares of Series A Preferred in
respect of which the Warrants are exercised and (b) a fraction, the numerator of
which shall be the number of shares of Series A Preferred in respect of which
the Warrants are exercised, multiplied by the Exercise Price and the denominator
of which shall be the Market Price (as defined in Section 3.3 hereof) of the
shares of Series A Preferred. Solely for the purposes of this paragraph, Market
Price shall be calculated either (i) on the date on which the form of election
attached hereto is deemed to have been sent to the Company pursuant to Section
13 hereof ("Notice Date") or (ii) as the average of the Market Prices for each
of the five trading days preceding the Notice Date, whichever of (i) or (ii) is
greater.

      3.3 Definition of Market Price. As used herein, the phrase "Market Price"
at any date shall be deemed to be when referring to the Series A Preferred, the
last reported sale price, or, in case no such reported sale takes place on such
day, the average of the last reported sale prices for the last three (3) trading
days, in either case as officially reported by the principal securities exchange
on which the Series A Preferred is listed or admitted to trading or by the
Nasdaq SmallCap Market ("Nasdaq SmallCap") or by the National Association of
Securities Dealers Automated Quotation System ("Nasdaq"), or, if the Series A
Preferred is not listed or admitted to trading on any national securities
exchange or quoted by Nasdaq, the average closing bid price as furnished by the
National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or
similar organization if Nasdaq is no longer reporting such information, or if
the Series A Preferred is not quoted on Nasdaq, as determined in good faith
(using customary valuation methods) by resolution of the members of the Board of
Directors of the Company, based on the best information available to it.

      4. Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for shares of Series A Preferred and/or other
securities, properties or rights underlying such Warrants shall be made
forthwith (and in any event within five (5) business days thereafter) without
charge to the Holder thereof including, without limitation, any tax which may be
payable in respect of the issuance thereof, and such certificates shall (subject
to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in
such names as may be directed by, the Holder thereof; provided, however, that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificates
in a name other than that of the Holder, and the Company shall not be required
to issue or deliver such certificates unless or until the person or persons
requesting the issuance


                                     II-49
<PAGE>

thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

      The Warrant Certificates and the certificates representing the shares of
Series A Preferred underlying the Warrants (and/or other securities, property or
rights issuable upon the exercise of the Warrants) shall be executed on behalf
of the Company by the manual or facsimile signature of the then Chairman of the
Board of Directors, Chief Executive Officer, President or any Vice President of
the Company. Warrant Certificates shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.
Certificates representing the shares of Series A Preferred (and/or other
securities, property or rights issuable upon exercise of the Warrants) shall be
dated as of the Notice Date (regardless of when executed or delivered) and
dividend bearing securities so issued shall accrue dividends from the Notice
Date.

      5. Restriction On Transfer of Warrants. The Holder of a Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
are being acquired as an investment and not with a view to the distribution
thereof; that the Warrants may not be sold, transferred, assigned, hypothecated
or otherwise disposed of, in whole or in part, for a period of one (1) year from
the date hereof, except to officers of the Underwriter.

      6. Exercise Price.

      6.1 Initial and Adjusted Exercise Price. Except as otherwise provided in
Section 8 hereof, the initial exercise price for 18,000 of the Warrants shall be
$9.19 per share of Series A Preferred, for an additional 18,000 Warrants shall
be $9.63 per share of Series A Preferred, and for the remaining 18,000 Warrants
shall be $10.06 per share of Series A Preferred. The adjusted exercise price
shall be the price which shall result from time to time from any and all
adjustments of the initial exercise price in accordance with the provisions of
Section 8 hereof. Any transfer of a Warrant shall constitute an automatic
transfer and assignment of the registration rights set forth in Section 7 hereof
with respect to the Securities or other securities, properties or rights
underlying the Warrants.

      6.2 Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context or unless otherwise specified.

      7. Registration Rights.

      7.1 Registration Under the Securities Act of 1933. The shares of Series A
Preferred or other securities issuable upon exercise of the Warrants
(collectively, the "Warrant Securities") have been registered under the
Securities Act of 1933, as amended (the "Act") pursuant to the Company's
Registration Statement on Form SB-2 (Registration No. 333-_____________) (the
"Registration Statement"). All of the representations and warranties of the
Company contained in the Underwriting Agreement relating to the Registration
Statement, the Preliminary Prospectus and Prospectus (as such terms are defined
in the Underwriting Agreement) and made as of the dates provided therein, are
incorporated by reference herein. The Company agrees and covenants promptly to
file no more than one post-effective amendment to such Registration Statement as
may be necessary in order to maintain its effectiveness and otherwise to take
such action as may be necessary to maintain the effectiveness of the
Registration Statement . If, for any reason the Company shall fail to maintain
the effectiveness of the Registration Statement, the certificates representing
the Warrant Securities shall bear the following legend:

            The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act"), and may not be
offered or sold except pursuant to (i) an


                                     II-50
<PAGE>

effective registration statement under the Act, (ii) to the extent applicable,
Rule 144 under the Act (or any similar rule under such Act relating to the
disposition of securities), or (iii) an opinion of counsel, if such opinion
shall be reasonably satisfactory to counsel to the issuer, that an exemption
from registration under such Act is available.

      The Warrants have been issued to the Underwriter under an exemption from
registration under the Act, and the Warrant Certificate representing the
Warrants shall contain the restricted legend provided as part of Exhibit A
annexed hereto.

      7.2 Piggyback Registration. If, at any time commencing after the date
hereof and expiring seven (7) years thereafter, the Company proposes to register
any of its securities under the Act (other than pursuant to Form S-4, Form S-8
or a comparable registration statement) it will give written notice by
registered mail, at least thirty (30) days prior to the filing of each such
registration statement, to the Underwriter and to all other Holders of the
Warrants and/or the Warrant Securities of its intention to do so. If the
Underwriter or other Holders of the Warrants and/or Warrant Securities notify
the Company within twenty (20) business days after receipt of any such notice of
its or their desire to include any such securities in such proposed registration
statement, the Company shall afford the Underwriter and such Holders of the
Warrants and/or Warrant Securities the opportunity to have any such Warrant
Securities registered under such registration statement.

      Notwithstanding the provisions of this Section 7.2, the Company shall have
the right at any time after it shall have given written notice pursuant to this
Section 7.2 (irrespective of whether a written request for inclusion of any such
securities shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.

      7.3 Demand Registration on Form S-3.

      (a) At any time commencing after the date hereof and expiring five (5)
years thereafter, the Holders of the Warrants and/or Warrant Securities
representing a "Majority" (as hereinafter defined) of such securities (assuming
the exercise of all of the Warrants) shall have the right (which right is in
addition to the registration rights under Section 7.2 hereof), exercisable by
written notice to the Company, to have the Company prepare and file with the
Securities and Exchange Commission (the "Commission"), on one occasion, a
registration statement on Form S-3 (or comparable short-form registration
statement which the Company is then eligible to use) and such other documents,
including a prospectus, as may be necessary in the opinion of both counsel for
the Company and counsel for the Underwriter and Holders, in order to comply with
the provisions of the Act, so as to permit a public offering and sale of their
respective Warrant Securities for six (6) consecutive months by such Holders and
any other Holders of the Warrants and/or Warrant Securities who notify the
Company within ten (10) days after receiving notice from the Company of such
request.

      (b) The Company covenants and agrees to give written notice of any
registration request under this Section 7.3 by any Holder or Holders to all
other registered Holders of the Warrants and the Warrant Securities within ten
(10) days from the date of the receipt of any such registration request.

      7.4 Covenants of the Company With Respect to Registration. In connection
with any registration under Section 7.2 or 7.3 hereof, the Company covenants and
agrees as follows:

      (a) The Company shall use its best efforts to file a registration
statement within thirty (30) days of receipt of any demand therefor, shall use
its best efforts to have any registration statements declared effective at the
earliest possible time, and shall furnish each Holder desiring to sell Warrant
Securities such number of prospectuses as shall reasonably be requested.


                                     II-51
<PAGE>

      (b) The Company shall pay all costs (excluding fees and expenses of
Holder(s)' counsel and any underwriting or selling commissions), fees and
expenses in connection with all registration statements filed pursuant to
Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's
legal and accounting fees, printing expenses, blue sky fees and expenses.

      (c) The Company will take all necessary action which may be required in
qualifying or registering the Warrant Securities included in a registration
statement for offering and sale under the securities or blue sky laws of such
states as reasonably are requested by the Holder(s), provided that the Company
shall not be obligated to execute or file any general consent to service of
process or to qualify as a foreign corporation to do business under the laws of
any such jurisdiction.

      (d) The Company shall indemnify the Holder(s) of the Warrant Securities to
be sold pursuant to any registration statement and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
against all loss, claim, damage, expense or liability (including all expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Act, the Exchange
Act or otherwise, arising from such registration statement but only to the same
extent and with the same effect as the provisions pursuant to which the Company
has agreed to indemnify the Underwriter contained in Section 6 of the
Underwriting Agreement.

      (e) The Holder(s) of the Warrant Securities to be sold pursuant to a
registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers and directors and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or
liability (including all expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they may become
subject under the Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, for
specific inclusion in such registration statement to the same extent and with
the same effect as the provisions contained in Section 6 of the Underwriting
Agreement pursuant to which the Underwriter has agreed to indemnify the Company.

      (f) Nothing contained in this Agreement shall be construed as requiring
the Holder(s) to exercise their Warrants prior to the initial filing of any
registration statement or the effectiveness thereof.

      (g) The Company shall not permit the inclusion of any securities other
than the Warrant Securities to be included in any registration statement filed
pursuant to Section 7.3 hereof, or permit any other registration statement to be
or remain effective during the effectiveness of a registration statement filed
pursuant to Section 7.3 hereof (other than (i) shelf registrations effective
prior thereto and (ii) registrations on Form S-4 or S-8), without the prior
written consent of the Holders of the Warrants and Warrant Securities
representing a Majority of such securities.

      (h) The Company shall furnish to each Holder participating in the offering
and to each underwriter, if any, a signed counterpart, addressed to such Holder
or underwriter, of (i) an opinion of counsel to the Company, dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, an opinion dated the date of the closing under the
underwriting agreement) relating to the due incorporation of the Company, the
validity of the shares being issued, the due execution and delivery of the
underwriting agreement and Rule 10b-5, and (ii) a "cold comfort" letter dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, a letter dated the date of the closing
under the underwriting agreement) signed by the independent public accountants
who have issued a report on the Company's financial statements included in such
registration statement, covering substantially the same matters with respect to
such registration


                                     II-52
<PAGE>

statement (and the prospectus included therein) and, with respect to events
subsequent to the date of such financial statements, as are customarily covered
in accountants' letters delivered to underwriters in underwritten public
offerings of securities.

      (i) The Company shall as soon as practicable after the effective date of
the registration statement, and in any event within 15 months thereafter, make
"generally available to its security holders" (within the meaning of Rule 158
under the Act) an earnings statement (which need not be audited) complying with
Section 11(a) of the Act and covering a period of at least 12 consecutive months
beginning after the effective date of the registration statement.

      (j) The Company shall deliver promptly to each Holder participating in the
offering requesting the correspondence and memoranda described below and to the
managing underwriters, copies of all correspondence between the Commission and
the Company, its counsel or auditors and all memoranda relating to discussions
with the Commission or its staff with respect to the registration statement and
permit each Holder and underwriter to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the NASD. Such investigation shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors, all to such
reasonable extent and at such reasonable times and as often as any such Holder
or underwriter shall reasonably request.

      (k) The Company shall enter into an underwriting agreement with the
managing underwriters selected for such underwriting by Holders holding a
Majority of the Warrant Securities requested pursuant to Section 7.3(a) to be
included in such underwriting, which may be the Underwriter. Such agreement
shall be satisfactory in form and substance to the Company, each Holder and such
managing underwriter(s), and shall contain such representations, warranties and
covenants by the Company and such other terms as are customarily contained in
agreements of that type used by the managing underwriter(s). The Holders shall
be parties to any underwriting agreement relating to an underwritten sale of
their Warrant Securities whether pursuant to Section 7.2 or Section 7.3(a) and
may, at their option, require that any or all of the representations, warranties
and covenants of the Company to or for the benefit of such underwriter(s) shall
also be made to and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriter(s) except as they may relate to such Holders and
their intended methods of distribution.

      (l) For purposes of this Agreement, the term "Majority" in reference to
the Holders of Warrants or Warrant Securities, shall mean in excess of fifty
percent (50%) of the then outstanding Warrants or Warrant Securities that (i)
are not held by the Company, an affiliate, officer, creditor, employee or agent
thereof or any of their respective affiliates, members of their family, persons
acting as nominees or in conjunction therewith and (ii) have not been resold to
the public pursuant to a registration statement filed with the Commission under
the Act.

      8. Adjustments to Exercise Price and Number of Securities.

      8.1 Subdivision and Combination. If the Company shall at any time
subdivide or combine the outstanding shares of Series A Preferred, the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

      8.2 Stock Dividends and Distributions. If the Company shall pay a dividend
in, or make a distribution of, shares of Series A Preferred or of the Company's
capital stock convertible into Series A Preferred, the Exercise Price shall
forthwith be proportionately decreased. An adjustment made pursuant to this
Section 8.2 shall be made as of the record date for the subject stock dividend
or distribution.


                                     II-53
<PAGE>

      8.3 Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 8, the number of
Warrant Securities issuable upon the exercise at the adjusted exercise price of
each Warrant shall be adjusted to the nearest full amount by multiplying a
number equal to the Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Securities issuable upon exercise of the
Warrants immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.

      8.4 Definition of Series A Preferred. For the purpose of this Agreement,
the term "Series A Preferred" shall mean (i) the class of stock designated as
Series A Preferred in the Certificate of Incorporation of the Company as may be
amended as of the date hereof, or (ii) any other class of stock resulting from
successive changes or reclassifications of such Series A Preferred consisting
solely of changes in par value, or from par value to no par value, or from no
par value to par value.

      8.5 Merger or Consolidation. In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Series A Preferred), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant agreement providing that the holder of each
Warrant then outstanding or to be outstanding shall have the right thereafter
(until the expiration of such Warrant) to receive, upon exercise of such
Warrant, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of securities of the Company for which such Warrant might have been exercised
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 8. The above provision of this
subsection shall similarly apply to successive consolidations or mergers.

      8.6 No Adjustment of Exercise Price in Certain Cases. No adjustment of the
Exercise Price shall be made if the amount of said adjustment shall be less than
two cents ($0.02) per Warrant Security, provided, however, that in such case any
adjustment that would otherwise be required then to be made shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment so carried forward, shall amount
to at least two cents ($0.02) per Warrant Security.

      9. Exchange and Replacement of Warrant Certificates. Each Warrant
Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Securities in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

      Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any 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 Warrants, if
mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor, in lieu thereof.

      10. Elimination of Fractional Interests. The Company shall not be required
to issue certificates representing fractions of shares of Series A Preferred
upon the exercise of the Warrants, nor shall it be required to issue scrip or
pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Series A Preferred or other securities,
properties or rights.


                                     II-54
<PAGE>

      11. Reservation and Listing of Securities. The Company shall at all times
reserve and keep available out of its authorized shares of Series A Preferred,
solely for the purpose of issuance upon the exercise of the Warrants, such
number of shares of Series A Preferred or other securities, properties or rights
as shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of the Warrants and payment of the Exercise Price therefor,
all shares of Series A Preferred and other securities issuable upon such
exercise shall be duly and validly issued, fully paid, non-assessable and not
subject to the preemptive rights of any stockholder. As long as the Warrants
shall be outstanding, the Company shall use its best efforts to cause all shares
of Series A Preferred issuable upon the exercise of the Warrants to be listed
(subject to official notice of issuance) on all securities exchanges on which
the Series A Preferred issued to the public in connection herewith may then be
listed and/or quoted on Nasdaq SmallCap or Nasdaq.

      12. Notices to Warrant Holders. Nothing contained in this Agreement shall
be construed as conferring upon the Holders the right to vote or to consent or
to receive notice as a stockholder in respect of any meetings of stockholders
for the election of directors or any other matter, or as having any rights
whatsoever as a stockholder of the Company. If, however, at any time prior to
the expiration of the Warrants and their exercise, any of the following events
shall occur:

      (a) the Company shall take a record of the holders of its shares of Series
      A Preferred for the purpose of entitling them to receive a dividend or
      distribution payable otherwise than in cash, or a cash dividend or
      distribution payable otherwise than out of current or retained earnings or
      capital surplus (in accordance with applicable law), as indicated by the
      accounting treatment of such dividend or distribution on the books of the
      Company; or

      (b) the Company shall offer to all the holders of its Series A Preferred
      any additional shares of capital stock of the Company or securities
      convertible into or exchangeable for shares of capital stock of the
      Company, or any option, right or warrant to subscribe therefor; or

      (c) a dissolution, liquidation or winding up of the Company (other than in
      connection with a consolidation or merger) or a sale of all or
      substantially all of its property, assets and business as an entirety
      shall be proposed;

then, in any one or more of said events, the Company shall give written notice
of such event at least thirty (30) days prior to the date fixed as a record date
or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer books, as the case may be.
Failure to give such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment of any such
dividend, or the issuance of any convertible or exchangeable securities, or
subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.

      13. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made and
sent when delivered, or mailed by registered or certified mail, return receipt
requested or by Federal Express or other nationally recognized overnight
courier:

      (a) If to the registered Holder of the Warrants, to the address of such
      Holder as shown on the books of the Company; or


                                     II-55
<PAGE>

      (b) If to the Company, to the address set forth in Section 3 hereof or to
      such other address as the Company may designate by notice to the Holders.

      14. Supplements and Amendments. The Company and the Underwriter may from
time to time supplement or amend this Agreement without the approval of any
Holders of Warrant Certificates (other than the Underwriter) in order to cure
any ambiguity, to correct or supplement any provision contained herein which may
be defective or inconsistent with any provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and the Underwriter may deem necessary or desirable and which the Company and
the Underwriter deem shall not adversely affect the interests of the Holders of
Warrant Certificates.

      15. Successors. All the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of the Company, the Holders and their
respective successors and assigns hereunder.

      16. Termination. This Agreement shall terminate at the close of business
on five years from the Closing Date. Notwithstanding the foregoing, the
indemnification provisions of Section 7 shall survive such termination until the
close of business on seven years from the Closing Date.

      17. Governing Law; Submission to Jurisdiction. This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of California and for all purposes shall be construed in
accordance with the laws of said State without giving effect to the rules of
said State governing the conflicts of laws.

      The Company, the Underwriter and the Holders each hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way
to, this Agreement shall be brought and enforced in the courts of the State of
California or of the United States of America located in the City of Los
Angeles, California, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company, the Underwriter and the Holders
hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient forum. Any such process or summons to be served upon any of the
Company, the Underwriter and the Holders (at the option of the party bringing
such action, proceeding or claim) may be served by transmitting a copy thereof,
by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 13 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the party
so served in any action, proceeding or claim. The Company, the Underwriter and
the Holders agree that the prevailing party(ies) in any such action or
proceeding shall be entitled to recover from the other party(ies) all of
its/their reasonable legal costs and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor.

      18. Entire Agreement; Modification. This Agreement (including the
Underwriting Agreement to the extent portions thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to the
subject matter hereof and may not be modified or amended except by a writing
duly signed by the party against whom enforcement of the modification or
amendment is sought.

      19. Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Agreement.

      20. Captions. The caption headings of the Sections of this Agreement are
for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.


                                     II-56
<PAGE>

      21. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and the
Underwriter and any other registered Holder(s) of the Warrant Certificates or
Warrant Securities any legal or equitable right, remedy or claim under this
Agreement; and this Agreement shall be for the sole benefit of the Company and
the Underwriter and any other registered Holders of Warrant Certificates or
Warrant Securities.

      22. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.


                                     II-57
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
        duly executed, as of the day and year first above written.

                                            BILLY DEAD, INC.


                                            By: /s/ Charles F. Ryan III
                                               --------------------------------
                                            Name: Charles F. Ryan III
                                            Title: Chief Executive Officer

Attest:


/s/ Julie Lynn
----------------------------
Name: Julie Lynn
Title: Secretary

                                    CIVILIAN CAPITAL, INC.

                                    By:
                                       ---------------------------------
                                         Name: Peter McDonnell
                                         Title: Chief Executive Officer



                                     II-58
<PAGE>

                                                                       EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR
EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN
ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
          5:30 P.M., NEW YORK TIME, [FIFTH ANNIVERSARY OF CLOSING DATE]

No. W-_____
DATED: [Closing Date]

                              Warrants to Purchase
                  [54,000]* shares of Series A Preferred Stock

                               WARRANT CERTIFICATE

      This Warrant Certificate certifies that [Civilian Capital, Inc.] or
registered assigns, is the registered holder of [54,000]* Warrants to purchase
initially, at any time from [first anniversary of Closing Date] until 5:30 p.m.
New York time on [fifth anniversary of closing date] ("Expiration Date"), up to
[54,000]* fully-paid and non-assessable shares of Series A Preferred Stock,
$0.001 par value ("Series A Preferred"), of Billy Dead, INC., a Delaware
corporation (the "Company"), at the initial exercise price, subject to
adjustment in certain events (the "Exercise Price"), of $____ * per share of
Series A Preferred, upon surrender of this Warrant Certificate and payment of
the Exercise Price at an office or agency of the Company, but subject to the
conditions set forth herein and in the Underwriter's Agreement dated as of the
date hereof between the Company and CIVILIAN CAPITAL, INC.(the "Warrant
Agreement"). Payment of the Exercise Price shall be made by certified or
official bank check in New York Clearing House funds payable to the order of the
Company or by surrender of this Warrant Certificate.

      No Warrant may be exercised after 5:30 p.m., New York time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, hereby shall thereafter be void.

      * Of the 54,000 Warrants issuable, 18,000 will have an exercise price of
$9.19, 18,000 will have an exercise price of $9.63 and 18,000 will have an
exercise price of $10.06.


                                     II-59
<PAGE>

      The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants.

      The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price and the type and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder, issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Warrants; provided,
however, that the failure of the Company to issue such new Warrant Certificates
shall not in any way change, alter, or otherwise impair, the rights of the
holder as set forth in the Warrant Agreement.

      Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency 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 to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection with such transfer.

      Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.

      The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.

      All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.

                                            BILLY DEAD, INC.


                                            By: __________________________
                                                 Name: Charles F. Ryan III
                                                 Title: Chief Executive Officer


                                     II-60
<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]

      The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _______________ shares of
Series A Preferred Stock of Billy Dead, INC.; and herewith tenders in payment
for such securities a certified or official bank check payable in New York
Clearing House Funds to the order of Billy Dead, Inc. in the amount of
$_______________________, all in accordance with the terms of Section 3.1 of the
Underwriter's Warrant Agreement dated as of [Closing Date] between Billy Dead,
Inc. and Civilian Capital, Inc. The undersigned requests that a certificate for
such securities be registered in the name of ____________________, whose address
is ___________________________, and that such Certificate be delivered to
_________________________________, whose address is ----------------.

Dated:________________

                                    Signature____________________________
                                    (Signature must conform in
                                    all respects to name of
                                    holder as specified on the
                                    face of the Warrant
                                    Certificate.)

                                    ------------------------------------
                                    (Insert Social Security or Other
                                    Identifying Number of Holder)


                                     II-61
<PAGE>

             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]

The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase_______________ shares of Series A
Preferred Stock of Billy Dead, INC., and herewith tenders in payment for such
securities _______ Warrants, in accordance with the terms of Section 3.2 of the
Underwriters Warrant Agreement dated as of [Closing Date] between Billy Dead,
Inc. and Civilian Capital, Inc. The undersigned requests that a certificate for
such securities be registered in the name of ______________________, whose
address is ______________, and that such Certificate be delivered to
_________________, whose address is_________________.

Dated:________________

                                 Signature____________________________
                                 (Signature must conform in
                                 all respects to name of
                                 holder as specified on the
                                 face of the Warrant
                                 Certificate.)

                                 ------------------------------------
                                 (Insert Social Security or Other
                                 Identifying Number of Holder)


                                     II-62
<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.

Dated:________________

                               Signature____________________________
                               (Signature must conform in
                               all respects to name of
                               holder as specified on the
                               face of the Warrant
                               Certificate.)

                               ------------------------------------
                               (Insert Social Security or Other
                               Identifying Number of Holder)


                                     II-63