1

     

    THIS
WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW.  THIS WARRANT OR SUCH SHARES MAY NOT BE SOLD,
DISTRIBUTED, PLEDGED, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, OR OTHERWISE
DISPOSED OF UNLESS: (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAW COVERING ANY SUCH TRANSACTION
INVOLVING SAID SECURITIES; (B) THE COMPANY (DEFINED BELOW) RECEIVES AN
OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THIS WARRANT STATING THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION AND SUCH OPINION IS IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY; OR (C) PURSUANT TO
RULE 144 UNDER SUCH ACT.

     

    WARRANT

     

    TO
PURCHASE COMMON STOCK OF

     

    NEXT
ONE INTERACTIVE, INC.

     

    THIS IS TO CERTIFY that, as of the ____
day of ________, for value received and subject to the provisions hereinafter
set forth, ______________,
or its assigns (the “Holder”), is
entitled to purchase from NEXT
ONE INTERACTIVE, INC., a Nevada corporation (the “Company”), at a price
of $2.00 per share, subject to adjustment as herein provided (as may be
adjusted, the “Warrant Price”), _________ shares of Common Stock of the Company
(“Common Stock”), less the number of shares purchased by the Holder upon the
exercise of this Warrant from time to time as noted on Schedule A hereto (the
number of shares available for purchase hereunder at any time, subject to
adjustment as hereinafter provided, is referred to as the “Warrant
Number”).

     

    
      	
               
      

            	
              1.

            	
              Exercise
      of Warrant.

            


    

     

    1.1.           Terms of
Exercise.  Subject to the conditions hereinafter set forth,
this Warrant may be exercised in whole at any time, or in part from time to
time, by the Holder hereof, by the surrender of this Warrant, together with
written instructions as to the number of shares to be purchased, at the
principal office of the Company Weston, Florida or at such other office as the
Company may designate by written notice to the Holder hereof within the
above-mentioned period and upon payment to the Company of the aggregate Warrant
Price (or the proportionate part thereof if exercised in part) for the shares so
purchased in current funds. This Warrant and all rights hereunder shall expire
and shall be null and void to the extent not exercised before this Warrant
expires at the close of business three (3) years from the Closing Date(the
“Expiration
Date”)

     

    1.2.           Payment of Exercise
Price;  Payment for the Warrants may be made in cash, by
certified or official bank check.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    2

     

    1.3.           Partial
Exercise.  Each time this Warrant shall be exercised in respect
of fewer than all of the shares of Common Stock at the time purchasable
hereunder (and there shall be no limitation on the number of times the Holder
may partially exercise this Warrant), and upon surrender of this Warrant by the
Holder to the Company upon exercise, then, at the election of the Company,
either (i) the Holder hereof shall be entitled to receive a replacement Warrant
covering the number of shares in respect of which this Warrant shall not have
been exercised and setting forth the aggregate Warrant Price applicable to such
shares, which replacement Warrant shall be identical in all respects to this
Warrant except for the date of issuance and the number of shares issuable upon
the exercise thereof, or (ii) the Company shall make a notation on Schedule A
hereto reflecting the number of shares of Common Stock purchased upon any
exercise hereof.

     

    1.4           Issuance of
Certificate.  The shares of Common Stock so purchased shall be
deemed to be issued to the Holder, as the record owner of such shares, as of the
close of business on the date on which this Warrant shall have been surrendered,
the completed exercise agreement shall have been delivered, and payment shall
have been made for such shares as set in Section 1.2
above.  Certificates for the shares of Common Stock so purchased,
representing the aggregate number of shares specified in the exercise agreement,
shall be delivered to the Holder within a reasonable time, not exceeding
ten (10) business days, after this Warrant shall have been so
exercised.  The certificates so delivered shall be in such
denominations as may be reasonably requested by the Holder and shall be
registered in the name of the Holder.  If this Warrant shall have been
exercised only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of such certificates, deliver to
the Holder a new warrant representing the number of shares of Common Stock with
respect to which this Warrant shall not then have been exercised.

     

    1.5           Exercise
Period.  This Warrant may be exercised any time before
5:00 p.m., Eastern Standard time, on the Expiration Date.

     

    2.           Reservation
of Common Stock.  The Company covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized, and in reserve, a sufficient
number of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.

     

    3.           Protection
Against Dilution.   The Warrant Number is subject to
adjustment from time to time upon the occurrence of the events enumerated in, or
as otherwise provided in, this Section 3.

     

    3.1           Adjustment for Change in Capital
Stock.  If the Company:

     

    (1)           pays
a dividend or makes a distribution on its Common Stock in shares of its Common
Stock;

     

    (2)           subdivides
or reclassifies its outstanding shares of Common Stock into a greater number of
shares;

     

    (3)           combines
or reclassifies its outstanding shares of Common Stock into a smaller number of
shares;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    3

     

    (4)           makes
a distribution on its Common Stock in shares of capital stock other than Common
Stock; or

     

    (5)           issues
by reclassification of its Common Stock any shares of its capital
stock;

     

    then the
Warrant Number in effect immediately prior to such action shall be
proportionately adjusted so that the Holder may receive the aggregate number and
kind of shares of capital stock of the Company or other capital stock which such
Holder would have owned immediately following such action if such Warrant had
been exercised immediately prior to such action.  If, as a result of
any adjustment pursuant to this Section 3.1, the Holder shall become entitled to
receive shares of two or more classes or series of securities of the Company or
otherwise, the Board of Directors of the Company shall equitably determine the
allocation of the adjusted Warrant Price between or among such classes or
series.

     

    The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification.

     

    Such
adjustment shall be made successively whenever any event listed above shall
occur.

     

    3.2           Notice of
Adjustment.  Whenever the Warrant Number is adjusted, the
Company shall provide notice thereof to the Holder.

     

    3.3           Additional
Adjustments.  In the event of any and all adjustments to the
Warrant Number in accordance with this Section 3, the per share Warrant Price
shall be adjusted so that it is equal to the quotient of (a) the aggregate
Warrant Price and (b) the Warrant Number as adjusted.

     

    4.           Mergers,
Consolidations, Sales; Non-Impairment of Rights.  The Company will
not, by amendment of its Articles of Incorporation or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities or any other voluntary action, avoid
or seek to avoid the performance of any of the terms of this Warrant, but will
at all times in good faith take all necessary action to carry out the intent of
all such terms.   Without limiting the generality of the
foregoing, the Company (a) will not cause the par value of any securities
receivable on exercise of this Warrant to be in excess of the amount payable
therefor on such exercise, and (b) will take all action as may be necessary or
appropriate so that the Company may validly and legally issue fully paid and
nonassessable shares (or other securities or property deliverable hereunder)
upon the exercise of this Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    4

     

    This
Warrant shall bind the successors and assigns of the Company.  In the
case of any consolidation or merger of the Company with another entity, or the
sale of all or substantially all of its assets to another entity, or any
reorganization or reclassification of the Common Stock or other equity
securities of the Company (except a split up or combination, provision for which
is made in Section 3), then, as a condition of such consolidation, merger, sale,
reorganization or reclassification, lawful and adequate provision shall be made
whereby the Holder of this Warrant shall thereafter have the right to receive
upon the basis and upon the terms and conditions specified herein and in lieu of
the shares of Common Stock immediately theretofore purchasable hereunder, such
shares of stock, securities or assets as may (by virtue of such consolidation,
merger, sale, reorganization or reclassification) be issued or payable with
respect to or in exchange for a number of outstanding shares of Common Stock
equal to the number of shares of Common Stock immediately theretofore so
purchasable hereunder had such consolidation, merger, sale, reorganization or
reclassification not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of the Holder of this
Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustment of the Warrant Number and the per share Warrant Price)
shall thereafter be applicable as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon exercise of this
Warrant.  The Company shall not effect any such consolidation, merger
or sale, unless prior to or simultaneously with the consummation thereof, the
successor entity (if other than the Company) resulting from such consolidation
or merger or the entity purchasing such assets shall assume by written
instrument the obligation to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to receive.

     

    Notwithstanding
the foregoing, if any event occurs as to which the other provisions of this
Warrant are not strictly applicable or if strictly applicable would not fairly
protect the purchase rights of this Warrant in accordance with the essential
intent and principles of such provisions, then the Board of Directors shall make
an adjustment in the application of such provisions, in accordance with such
essential intent and principles, in order to protect such purchase rights, and
shall provide notice thereof to the Holder of this Warrant.

     

    5.           Dissolution
or Liquidation.  In the event of
any proposed distribution of the assets of the Company in dissolution or
liquidation (except under circumstances when the foregoing Section 4 shall be
applicable) the Company shall mail notice thereof to the Holder of this Warrant
and shall make no distribution to shareholders until the expiration of 30 days
from the date of mailing of the aforesaid notice and, in any such case, the
Holder of this Warrant may exercise this Warrant within 30 days from the date of
mailing such notice, and all rights herein granted not so exercised within such
30 day period shall thereafter become null and void.

     

    6.           Fractional
Shares.  The Company shall not issue any fractional shares nor
scrip representing fractional shares upon exercise of any portion of this
Warrant.

     

    7.           Fully
Paid Stock; Taxes.  The Company covenants and agrees that the
shares of stock represented by each and every certificate for its Common Stock
to be delivered on any exercise of this Warrant shall, at the time of such
delivery, be duly authorized, validly issued and outstanding and be fully paid
and nonassessable.  The Company further covenants and agrees that it
will pay when due and payable any and all federal and state taxes, other than
taxes on income, which may be payable in respect of this Warrant or any Common
Stock or certificates therefor upon the exercise of the rights herein provided
for pursuant to the provisions hereof.  The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the transfer and delivery of stock certificates in the name
other than that of the Holder of the Warrant converted, and any such tax shall
be paid by such Holder at the time of presentation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    5

     

    8.           Closing
of Transfer Books.  The Holder of
this Warrant shall continue to have the right to exercise this Warrant even
during a period when the stock transfer books of the Company for its Common
Stock are closed.  The Company shall not be required, however, to
deliver certificates of its Common Stock upon such exercise while such books are
duly closed for any purpose, but the Company may postpone the delivery of the
certificates for such Common Stock until the opening of such books, and they
shall, in such case, be delivered forthwith upon the opening thereof, or as soon
as practicable thereafter.

     

    9.           Assignments.   The
Holder shall be permitted to assign, sell or otherwise transfer this Warrant,
subject to the Company’s receipt of an opinion of counsel to the Holder, which
counsel and which opinion shall be reasonably acceptable to the Company, to the
effect that such assignment, sale or other transfer is permitted under
applicable state and federal securities laws.

     

    10.           Lost,
Stolen Warrants, etc.  In case any
Warrant shall be mutilated stolen or destroyed, the Company may issue a new
Warrant of like date, tenor and denomination and deliver the same in exchange
and substitution for and upon surrender and cancellation of any mutilated
Warrant, or in lieu of any Warrant lost, stolen or destroyed, upon receipt of
evidence satisfactory to the Company of the loss, theft or destruction of such
Warrant, and upon receipt of indemnity satisfactory to the Company.

     

    11.           Warrant
Holder Not Shareholder.  This Warrant does
not confer upon the Holder hereof any right to vote or to consent or to receive
notice as a shareholder of the Company, as such, in respect of any matters
whatsoever, or any other rights or liabilities as a shareholder, prior to the
exercise hereof as hereinbefore provided.

     

    12.           Payment
of Expenses.  The
Company shall reimburse the Holder of this Warrant for all costs and expenses
incurred by such Holder (including without limitation the legal fees of the
Holder) in connection with:  (i) the negotiation, preparation,
execution and delivery of this Warrant and the other agreements to be executed
in connection herewith; (ii) the issuance of certificates for shares of
Common Stock upon the exercise of this Warrant; and (iii) the enforcement by the
Holder of this Warrant.  The Company shall pay any issuance tax in
connection with the issuance of certificates for the shares of Common Stock upon
the exercise of the Warrant; provided, however, that the Holder shall be
responsible for any income or other taxes in connection with such
issuance.

     

    13.           Severability.  Should any part
of this Warrant for any reason be declared invalid, such decision shall not
affect the validity of any remaining portion, which remaining portion shall
remain in force and effect as if this Warrant had been executed with the invalid
portion thereof eliminated, and it is hereby declared the intention of the
parties hereto that they would have executed and accepted the remaining portion
of this Warrant without including therein any such part, parts or portion which
may, for any reason, be hereafter declared invalid.

     

    14.           Notice.   All notices
and other communications required or permitted to be given under any Agreement
shall be personally delivered or shall be sent by certified mail, return receipt
requested, postage prepaid, overnight delivery or confirmed facsimile
transmission to the Company at its principal address in Fort Lauderdale, Florida
and to the Holder of this Warrant at that Holder’s address in the records of the
Company or, as to either party or any subsequent Holder of this Warrant, to such
other address and/or facsimile number as such party designates by written notice
to the other party or
parties.        [Signature Page
Follows]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    6

      

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested
by its duly authorized officers as of the day and year first set forth
above.

     

    
      
        	 
      	 
      	
                Next
      One Interactive, Inc.

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                William
      Kerby

              
	 
      	 
      	 
      	
                Chief
      Executive Officer

              


      

    

     

    
      Warrant
to Purchase Common Stock 

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A

     

    Shares
of Common Stock Purchased Upon Exercise

     

    
      
        
          
            
              
                
                  	
                          Date of

                          Exercise 

                        	 	
                           

                          Number of Shares

                        	 	
                          Signature of an authorized

                          officer of Next One

                          Interactive, Inc.

                        	 	
                          Signature of the Holder of 

                          the Warrant

                        
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


                

              

            

          

        

      

    

    
       

      Warrant
to Purchase Common Stock

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    FOR VALUE
RECEIVED _________________________hereby sells, assigns and transfers unto
_______________________ the within Warrant and all rights evidenced thereby and
does irrevocably constitute and appoint __________________________, attorney, to
transfer the said Warrant on the books of the within named Company.

     

    
      
        
          
            
              
                
                  	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Its:

                        	 
      


                

              

            

          

        

      

    

     

    Dated:  _____________________________

    
       

      Warrant
to Purchase Common Stock

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PARTIAL
ASSIGNMENT

     

    FOR VALUE
RECEIVED ______________________________ hereby sells, assigns and transfers unto
_______________________________ that portion of the within Warrant and the
rights evidenced thereby which will an the date hereof entitle the holder to
purchase __________ shares of Common Stock of Next One Interactive Inc., and
does hereby irrevocably constitute and appoint __________________________,
attorney, to transfer that part of the said Warrant on the books of the within
named Company.

     

    
      
        
          
            
              
                	 
      	 
      
	 
      	 
      
	
                        By

                      	 
      
	 
      	 
      
	
                        Its

                      	
                         

                      


              

            

          

        

      

    

     

    Dated:  _____________________________

     

    Warrant
to Purchase Common Stock

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SUBSCRIPTION

     

    (To be
completed and signed only upon an exercise of the Warrant in whole or in
part)

     

    TO:           Next
One Interactive, Inc..: Bill
Kerby  email  bkerby@nxoi.com

     

    The
undersigned, the holder of the attached Warrant, hereby irrevocably elects to
exercise the purchase right represented by the Warrant for, and to purchase
thereunder, ______ shares of Common Stock (or other securities or property), and
herewith makes payment of $____________ therefor in cash, by certified or
official bank check or such other form of payment as may be permitted under the
Warrant.  The undersigned hereby requests that the Certificate(s) for
such securities be issued in the name(s) and delivered to the address(es) as
follows:

     

    
      
        
          
            
              
                
                  	
                          Name:

                        	
                           

                        
	 
      	 
      
	
                          Address:

                        	
                           

                        
	 
      	 
      
	
                          Social
      Security Number:

                        	
                           

                        
	 
      	 
      
	
                          Deliver
      to:

                        	
                           

                        
	 
      	 
      
	
                          Address:

                        	
                           

                        


                

              

            

          

        

      

    

     

    If the
foregoing Subscription evidences an exercise of the Warrant to purchase fewer
than all of the Shares (or other securities or property) to which the
undersigned is entitled under such Warrant, please issue a new Warrant, of like
date and tenor, for the remaining portion of the Warrant (or other securities or
property) in the name(s), and deliver the same to the address(ee’s), as
follows:

     

    
      
        
          
            	
                    Name:

                  	
                     

                  
	 
      	 
      
	
                    Address:

                  	
                     

                  


          

        

      

    

     

    DATED:                      ____________________,
20___

     

    
      
        

      

    

     

    
      
        
          
            	
                    (Social
      Security or Taxpayer Identification

                  	 
      	
                    (Name
      of Holder)

                  
	 
      	 
      	 
      
	
                    Number
      of Holder)

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                     

                  
	 	 	 
	 
      	 
      	
                    (Signature
      of Holder or Authorized

                    Signatory)

                  
	 
      	 
      	
                    Signature
      Guaranteed:

                  


          

        

      

    

    
       

      Warrant
to Purchase Common Stock