Void after 5:00  p.m.,  New York Time on  _________,  200_  Warrant to  Purchase
___________ Shares of Common Stock



                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                         FUSION NETWORKS HOLDINGS, INC.



NEITHER THIS WARRANT NOR THE  SECURITIES  FOR WHICH THIS WARRANT IS  EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER  RULE  506  OF  REGULATION  D  PROMULGATED  UNDER  THE  U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, TRANSFERRED,  PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE  EXEMPTION  OR  EXCLUSION  FROM THE
REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH  APPLICABLE  STATE
SECURITIES LAWS.

     FOR VALUE RECEIVED,  Fusion Networks Holdings, Inc., a Delaware corporation
(the "Company"), grants the following rights to GEM Global Yield Fund Limited, a
Nevis  corporation,  with an office at Hunkins  Waterfront  Plaza, P.O. Box 556,
Main Street, Nevis, West Indies and/or its assigns ("Holder"):

                            ARTICLE 1. DEFINITIONS.

     Capitalized  terms used and not  otherwise  defined  herein  shall have the
meanings given such terms in the Convertible Debenture Purchase Agreement by and
between the Company and the Holder and entered  into on  December __,  2000 (the
"Purchase Agreement"). As used in this Agreement, the following terms shall have
the following meanings:


     "Closing" shall have the same meaning as defined in the Purchase Agreement.

     "Corporate  Office" shall mean the office of the Company (or its successor)
at which at any particular time its principal business shall be administered.

<PAGE>

     "Escrow  Agent"  shall mean Kaplan  Gottbetter  & Levenson,  LLP, 630 Third
Avenue,  5th Floor,  New York,  NY 10017,  as the Company's escrow agent, or its
authorized successor, as such.

     "Escrow Agreement" means the escrow agreement by and among the Company, the
Holder and Kaplan  Gottbetter  &  Levenson,  LLP,  annexed as  Exhibit E  to the
Purchase Agreement.

     "Exercise Date" shall mean any date of which the Holder gives the Company a
Notice of Exercise  in  compliance  with the terms of Exhibit D to the  Purchase
Agreement.

     "Exercise Price" shall mean the Fixed Price per share of Common Stock as of
the date of the Purchase Agreement, subject to adjustment as provided herein.

     "Expiration Date" shall mean 5:00 p.m. (New York time) on _____, 200_.

     "Fixed Price" shall mean the lesser of  (i) US$0.932  and (ii) one  hundred
thirty  percent (130%) of the average of the two lowest closing prices per share
of  Common  Stock  for the  five  (5)  Trading  Days  immediately  prior  to the
applicable date.

     "SEC" shall mean the United States Securities and Exchange Commission.

     "Warrant  Shares" shall mean the shares of the Common Stock  issuable upon
exercise of this Warrant.

                      ARTICLE 2.  EXERCISE AND AGREEMENTS.

     2.1   Exercise  of  Warrant.  This  Warrant  shall  entitle  the  Holder to
purchase,  at the  Exercise  Price,  a number of shares of Common Stock equal to
twenty-five  percent  (25%) of the  Purchase  Price (as defined in the  Purchase
Agreement)  divided by 130% of the average of the two lowest  closing prices per
share of the Common Stock for the five (5) Trading Days prior to the date of the
Purchase Agreement (the "Warrant Shares").  This Warrant shall be exercisable at
any time and from time to time from the date hereof and prior to the  Expiration
Date (the  "Exercise  Period").  This Warrant and the right to purchase  Warrant
Shares hereunder shall expire and become void on the Expiration Date.

     2.2 Manner of Exercise.

     (a)  Holder  may  exercise  this  Warrant at any time and from time to time
during the Exercise  Period,  in whole or in part (but not in  denominations  of
fewer than 10,000 Warrant  Shares,  except upon an exercise of this Warrant with
respect to the remaining balance of Warrant Shares purchasable  hereunder at the
time of  exercise),  by  delivering to the Escrow Agent (as defined in an escrow
agreement dated the date hereof between the Company and the Holder, which escrow
agreement (the "Escrow  Agreement") is incorporated  herein by reference)  (i) a
duly  executed  Notice  of  Exercise  in  substantially  the  form  attached  as
Appendix 1 hereto, (ii) the Warrant


                                       2
<PAGE>

Certificate representing the Warrants, (iii) a bank cashier's or certified check
for the aggregate  Exercise  Price of the Warrant  Shares being  purchased,  and
(iv) a bank cashier's or certified  check or wire transfer of $350 to the Escrow
Agent for an exercise fee.

     (b) The Holder may,  at its option,  in lieu of paying cash for the Warrant
Shares,  exercise  this Warrant by an exchange,  in whole or in part (a "Warrant
Exchange"),  by delivery to the Escrow  Agent of (i) a duly  executed  Notice of
Exercise electing a Warrant Exchange, (ii) the Warrant Certificate  representing
this Warrant, and (iii) a bank cashier's or certified check or wire transfer for
$350 to the Escrow  Agent as and for the fee for  exercising  this  Warrant.  In
connection with any Warrant Exchange, the Holder shall be deemed to surrender or
exchange for the total number of Warrant Shares to be issued to it, the quotient
obtained by dividing (A) the product of the total  number of Warrant  Shares for
which the Warrant is then being  exercised  and the Exercise  Price,  by (B) the
average  Per  Share  Market  Value of a share of  Common  Stock for the ten (10)
Trading Days ending on the Exercise Date  determined in accordance with Appendix
II hereto.

     2.3   Termination.  All rights of the Holder in this Warrant, to the extent
they have not been exercised, shall terminate on the Expiration Date.

     2.4   No  Rights  Prior to  Exercise.  This  Warrant  shall not entitle the
Holder to any voting or other rights as a stockholder of the Company.

     2.5   Fractional  Shares.  No  fractional  shares  shall be  issuable  upon
exercise of this Warrant, and the number of Warrant Shares to be issued shall be
rounded up to the nearest whole number.  If, upon exercise of this Warrant,  the
Holder  hereof would be entitled to receive any  fractional  share,  the Company
shall issue to the Holder one  additional  share of Common Stock in lieu of such
fractional share.

     2.6   Escrow.  The Company agrees to enter into the Escrow Agreement and to
deposit  with the Escrow Agent (as defined in the Escrow  Agreement)  thereunder
stock certificates  registered in the name of the Holder and each representing a
number of shares of Common Stock (in  denominations  of 10,000 shares) equal, in
the  aggregate,  to the total number of Warrant Shares for which this Warrant is
exercisable,  assuming exercise of this Warrant in full on the date hereof.  The
Company shall deposit  additional  stock  certificates  for Termination  Warrant
Shares upon request by the Escrow Agent pursuant to Appendix II.

     2.7   Adjustments to Exercise Price and Number of Securities.

     (a)  Computation of Adjusted  Exercise  Price. In case the Company shall at
any time after the date hereof  issue or sell any shares of Common  Stock (other
than the  issuances or sales  referred to in Section 2.7 (g) hereof),  including
shares held in the Company's treasury and shares of Common Stock issued upon the
exercise of any options,  rights or warrants to  subscribe  for shares of Common
Stock and shares of Common Stock  issued upon the direct or indirect  conversion
or exchange of securities for shares of Common Stock (excluding shares of Common
Stock issuable upon exercise of options,  warrants or conversion  rights granted
as of the date hereof),  for a consideration  per share less than Exercise Price
on the date immediately prior to the issuance or sale of such shares, or without
consideration,  then  forthwith  upon such issuance or sale,  the Exercise Price
shall (until another such issuance or sale) be reduced to the price  (calculated
to the nearest  full cent)  equal to the  quotient  derived by  dividing  (A) an
amount equal to the sum of (X) the product of (a) the Exercise Price on the date
immediately prior to the issuance or sale of such shares,  multiplied by (b) the
total number of shares of Common  Stock  outstanding  immediately  prior to such
issuance or sale plus, (Y) the aggregate of the amount of all consideration,  if
any, received by the Company upon such issuance or sale, by (B) the total number
of shares of Common Stock  outstanding  immediately after such issuance or sale;
provided,  however,  that in no event  shall  the  Exercise  Price  be  adjusted
pursuant to this  computation  to an amount in excess of the  Exercise  Price in
effect  immediately  prior  to  such  computation,  except  in  the  case  of  a
combination  of outstanding  shares of Common Stock,  as provided by Section 2.7
(c) hereof.

                                       3
<PAGE>

     For the  purposes of any  computation  to be made in  accordance  with this
Section 2.7(a), the following provisions shall be applicable:

          (i) In case of the  issuance  or sale of shares of Common  Stock for a
     consideration  part or all of  which  shall  be cash,  the  amount  of cash
     consideration therefor shall be deemed to be the amount of cash received by
     the Company  for such shares (or, if shares of Common  Stock are offered by
     the Company for subscription,  the subscription price, or if either of such
     securities  shall be sold to  underwriters  or dealers for public  offering
     without a subscription  offering, the initial public offering price) before
     deducting  therefrom any compensation paid or discount allowed in the sale,
     underwriting  or  purchase  thereof  by  underwriters  or dealers or others
     performing  similar  services,  or  any  expenses  incurred  in  connection
     therewith.

          (ii) In case of the issuance or sale  (otherwise than as a dividend or
     other  distribution  on any stock of the Company) of shares of Common Stock
     for a  consideration  part or all of which  shall be other than  cash,  the
     amount of the consideration  therefor other than cash shall be deemed to be
     the value of such consideration as determined in good faith by the Board of
     Directors of the Company.

          (iii)  Shares of Common  Stock  issuable  by way of  dividend or other
     distribution  on any  stock of the  Company  shall be  deemed  to have been
     issued  immediately  after the opening of business on the day following the
     record date for the determination of stockholders  entitled to receive such
     dividend  or other  distribution  and shall be  deemed to have been  issued
     without consideration.

          (iv) The  reclassification  of  securities  of the Company  other than
     shares of the Common Stock into securities including shares of Common Stock
     shall be deemed to involve the  issuance of such shares of Common Stock for
     a consideration  other than cash immediately prior to the close of business
     on the date fixed for the  determination  of security  holders  entitled to
     receive such shares,  and the value of the consideration  allocable to such
     shares of Common Stock shall be determined  as provided in subsection  (ii)
     of this Section 2.7(a).


                                       4
<PAGE>

          (v) The number of shares of Common  Stock at any one time  outstanding
     shall include the aggregate number of shares issued or issuable (subject to
     readjustment  upon  the  actual  issuance  thereof)  upon the  exercise  of
     options,   rights,   warrants  and  upon  the  conversion  or  exchange  of
     convertible or  exchangeable  securities;  provided,  however,  that shares
     issuable  upon the exercise of the  Warrants  shall not be included in such
     calculation.

     (b) Options,  Rights, Warrants and Convertible and Exchangeable Securities.
In case the  Company  shall at any time  after the date  hereof  issue  options,
rights or  warrants  to  subscribe  for  shares of  Common  Stock,  or issue any
securities  convertible  into or exchangeable  for shares of Common Stock, for a
consideration  per share less than the Exercise Price  immediately  prior to the
issuance of such options,  rights or warrants  (excluding shares of Common Stock
issuable upon exercise of options,  warrants or conversion  rights granted as of
the date  hereof and shares of Common  Stock  issuable  upon  exercise  of stock
options at or above the closing market price per share of Common Stock under any
stock  option  plan  of  the  Company),  or  such  convertible  or  exchangeable
securities,  or without consideration,  the Exercise Price in effect immediately
prior to the issuance of such options,  rights or warrants,  or such convertible
or  exchangeable  securities,  as the case may be,  shall be  reduced to a price
determined  by  making  a  computation  in  accordance  with  the  provision  of
Section 2.7(a) hereof, provided that:

          (i) The aggregate  maximum  number of shares of Common  Stock,  as the
     case may be,  issuable  under such  options,  rights or  warrants  shall be
     deemed to be issued and  outstanding  at the time such  options,  rights or
     warranties  were  issued,  and for a  consideration  equal  to the  minimum
     purchase price per share  provided for in such options,  rights or warrants
     at the time of issuance,  plus the  consideration  (determined  in the same
     manner  as  consideration  received  on the  issue  or  sale of  shares  in
     accordance with the terms of the Warrants), if any, received by the Company
     for such options, rights or warrants.

          (ii) The aggregate  maximum  number of shares of Common Stock issuable
     upon conversion or exchange of any  convertible or exchangeable  securities
     shall be deemed to be issued and  outstanding  at the time of  issuance  of
     such  securities,  and  for a  consideration  equal  to  the  consideration
     (determined  in the same manner as  consideration  received on the issue or
     sale of  shares  of  Common  Stock  in  accordance  with  the  terms of the
     Warrants)  received by the Company  for such  securities,  plus the minimum
     consideration,  if any,  receivable  by the Company upon the  conversion or
     exchange thereof.

          (iii) If any change shall occur in the price per share provided for in
     any of the options,  rights or warrants  referred to in  subsection  (a) of
     this  Section  2.7 (b),  or in the price per share at which the  securities
     referred to in subsection  (b) of this Section 2.7 (b) are  convertible  or
     exchangeable,  such  options,  rights or warrants or conversion or exchange
     rights,  as the case may be, shall be deemed to have expired or  terminated
     on the date when such price  change  became  effective in respect of shares
     not  theretofore  issued pursuant to the exercise or conversion or exchange
     thereof,  and the Company shall be deemed to have issued upon such date new
     options,  rights or warrants or convertible or  exchangeable  securities at
     the new price in respect of the number of shares issuable upon the exercise
     of such options,  rights or warrants or the  conversion or exchange of such
     convertible or exchangeable securities.

                                       5
<PAGE>

          (iv) If any options,  rights or warrants referred to in subsection (a)
     of this Section 2.7, or any convertible or exchangeable securities referred
     to in  subsection  (b) of this  Section 2.7,  expire or  terminate  without
     exercise or conversion,  as the case may be, then the Exercise Price of the
     remaining  outstanding  Warrants  shall be  readjusted  as if such options,
     rights or warrants or convertible or exchangeable  securities,  as the case
     may be, had never been issued.

     (c)  Subdivision  and  Combination.  In case the Company  shall at any time
subdivide or combine the outstanding  shares of Common Stock, the Exercise Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

     (d)  Adjustment  in  Number of  Securities.  Upon  each  adjustment  of the
Exercise  Price pursuant to the  provisions of this  Section 2.7,  the number of
Warrant  Shares  issuable upon the exercise of each Warrant shall be adjusted to
the nearest whole number by  multiplying a number equal to the Exercise Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
issuable upon exercise of the Warrants  immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

     (e) [Reserved].

     (f) 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  Common Stock),  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  (except in the
event the property is cash, then the Holder shall have the right to exercise the
Warrant and receive  cash in the same manner as other  stockholders)  receivable
upon such consolidation or merger, by a holder of the number of shares of Common
Stock  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 2.7. The foregoing  provisions
of this  paragraph (f) shall  similarly  apply to successive  consolidations  or
mergers.

     (g) No Adjustment of Exercise Price in Certain Cases.  No adjustment of the
Exercise Price shall be made upon the issuance of Warrant Shares upon conversion
of the Debentures or this Warrant, or upon the exercise of any options,  rights,
or warrants  outstanding as of the date of the Purchase  Agreement and disclosed
in Section 3.1(c) therein.


                                       6
<PAGE>


     (h) Dividends and Other Distributions.  In the event that the Company shall
at any time prior to the exercise of all Warrants declare a dividend (other than
a dividend consisting solely of shares of Common Stock) or otherwise  distribute
to its stockholders  any assets,  property,  rights,  evidences of indebtedness,
securities (other than shares of Common Stock), whether issued by the Company or
by another, or any other thing of value, the Holders of the unexercised Warrants
shall thereafter be entitled, in addition to the shares of Common Stock or other
securities and property receivable upon the exercise thereof,  to receive,  upon
the exercise of such Warrants, the same property,  assets, rights,  evidences of
indebtedness,  securities  or any other thing of value that they would have been
entitled  to  receive at the time of such  dividend  or  distribution  as if the
Warrants had been exercised  immediately prior to such dividend or distribution.
At the time of any  such  dividend  or  distribution,  the  Company  shall  make
appropriate  reserves to ensure the timely performance of the provisions of this
subsection 2.7 (h).  Nothing  contained  herein shall provide for the receipt or
accrual by a Holder of cash  dividends  prior to the  exercise by such Holder of
the Warrants.

     2.8   Compliance with Nasdaq Rule 4350(i). In order to assure the Company's
compliance with Nasdaq Rule 4350(i)(1)(D)  requiring stockholder approval of any
sale,  issuance or potential issuance by a Nasdaq listed company of common stock
(or securities  convertible  into or  exercisable  common stock) equal to 20% or
more of the common stock or 20% or more of the voting power  outstanding  before
the issuance for less than the greater of book or market value of the stock, the
Company and Holder agree as follows:

     (a) The maximum  number of shares which will be issued on conversion of the
Debentures  and  exercise of  Warrants,  if any,  is 19.999% of the  outstanding
shares of Common  Stock of the  Company on the date  hereof  (the  "Share  Cap")
unless  and until the  stockholders  of the  Company  shall  have  approved  the
issuance of shares of Common Stock in excess of the Share Cap.

     (b) The  Company  covenants  and  agrees to call a special  meeting  of its
stockholders within ten (10) days after the date of the Purchase Agreement to be
held as soon as practicable, but not later than seventy-five (75) days after the
date of the Purchase Agreement for the purpose of approving, and shall recommend
approval of, the issuance of shares in excess of the Share Cap on  conversion of
the Debentures and exercise of the Warrants.

     (c) If the stockholders  shall not have approved issuances in excess of the
Share Cap and shares of Common  Stock shall have been issued in an amount  equal
to the Share Cap, if all of the shares of Common Stock issuable upon  conversion
or the  Debentures  shall have been issued or all of the  Debentures  shall have
been redeemed in full,  the holders of the Warrants  shall be entitled to demand
redemption,  pro rata, with respect to the remaining  unexercised  Warrants at a
redemption price equal to the difference  between the Exercise Price on the date
of written  notice of  redemption  and the closing  price of the Common Stock on
that date (the "Warrant Redemption Price") and the Company shall pay the Warrant
Redemption Price within five business days following receipt of such notice.



                                       7
<PAGE>

                    ARTICLE 3.   REPRESENTATIONS, WARRANTIES
                          AND COVENANTS OF THE COMPANY

     3.1   Representations  and Warranties.  In addition to the  representations
and warranties  contained in Article 3.1 of the Convertible  Debenture  Purchase
Agreement, the Company hereby represents and warrants to the Holder as follows:

     (a) All shares which may be issued upon the exercise of the purchase  right
represented  by this  Warrant  shall,  upon  issuance,  (i) be duly  authorized,
validly  issued,  fully-paid  and non-  assessable,  (iii) free and clear of all
liens,  claims and encumbrances except for restrictions on transfer provided for
herein or under  applicable  federal and state securities laws, and (iii) not be
subject to any pre-emptive rights.

     (b) The Company is a corporation  duly organized and validly existing under
the laws of the State of Delaware, and has the full power and authority to issue
this Warrant and to comply with the terms hereof.  The  execution,  delivery and
performance  by the Company of its  obligations  under this Warrant,  including,
without limitation,  the issuance of the Warrant Shares upon any exercise of the
Warrant,  have been duly  authorized by all  necessary  corporate  action.  This
Warrant has been duly  executed and  delivered by the Company and is a valid and
binding  obligation of the Company,  enforceable  in accordance  with its terms,
except (i) as enforcement may be limited by applicable  bankruptcy,  insolvency,
reorganization  or similar laws affecting  enforceability  of creditors'  rights
generally and (ii) as the  availability  of the remedy of specific  enforcement,
injunctive  relief or other equitable relief may be subject to the discretion of
any court before which any proceeding therefor may be brought.

     (c)  The  Company  is not  subject  to or  bound  by any  provision  of any
certificate or articles of  incorporation or by-laws,  mortgage,  deed of trust,
lease, note, bond, indenture,  other instrument or agreement,  license,  permit,
trust, custodianship,  other restriction or any applicable provision of any law,
statute,  rule, regulation,  judgment,  order, writ, injunction or decree of any
court,  governmental  body,  administrative  agency or  arbitrator  which  could
prevent or be  violated  by or under which there would be a default (or right of
termination)  as a result of the  execution,  delivery  and  performance  by the
Company of this Warrant.

     (d) The Company is subject to the reporting  requirements  of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, and is current
in the filing of all  reports  required to be filed  thereunder.  The Company is
eligible to issue the  Warrants and the Warrant  Shares  pursuant to Rule 506 of
Regulation D promulgated under the Securities Act.

                           ARTICLE 4.   MISCELLANEOUS

     4.1 Transfer. This Warrant may not be offered, sold, transferred,  pledged,
assigned,  hypothecated  or otherwise  disposed of, in whole or in part,  at any
time, except in compliance with applicable  federal and state securities laws by
the transferor and the transferee (including,  without limitation,  the delivery
of  an  investment   representation   letter  and  a  legal  opinion  reasonably
satisfactory  to the Company);  provided  further,  that this Warrant may not be
transferred  or  assigned  such that either the Holder or any  transferee  will,
following such transfer or assignment,  hold a Warrant for the right to purchase
less than 10,000 Warrant Shares.

                                       8
<PAGE>

     4.2   Transfer Procedure.  Subject to the provisions of Section 4.1, Holder
may transfer or assign this Warrant by giving the Company  notice  setting forth
the name,  address  and  taxpayer  identification  number of the  transferee  or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company  for  reissuance  to the  Transferee  and, in the event of a transfer or
assignment of this Warrant in part, the Holder. (Each of the persons or entities
in whose name any such new Warrant  shall be issued are herein  referred to as a
"Holder").

     4.3   Loss,  Theft, Destruction or Mutilation. If this Warrant shall become
mutilated or defaced or be destroyed,  lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such mutilated or defaced  Warrant or, in lieu of and in  substitution  for such
Warrant so destroyed, lost or stolen, upon the Holder filing with the Company an
affidavit that such Warrant has been so mutilated,  defaced,  destroyed, lost or
stolen.  However, the Company shall be entitled, as a condition to the execution
and delivery of such new Warrant, to demand reasonably  acceptable  indemnity to
it and payment of the  expenses  and charges  incurred  in  connection  with the
delivery of such new Warrant. Any Warrant so surrendered to the Company shall be
canceled.

     4.4   Notices. All notices and other communications from the Company to the
Holder  or vice  versa  shall be  deemed  delivered  and  effective  when  given
personally,  by facsimile  transmission with confirmation  sheet at such address
and/or facsimile number as may have been furnished to the Company or the Holder,
as the case may be, in writing by the Company or the Holder from time to time.

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

     4.6   Governing  Law.  This Warrant  shall be governed by and  construed in
accordance with the laws of the State of New York,  without giving effect to its
principles  regarding  conflicts of law. Any action to enforce the terms of this
Warrant shall be  exclusively  heard in the State and Federal Courts of New York
County and State and Country of the United States of America.

     4.7   Signature.  In the  event  that  any  signature  on this  Warrant  is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  the  same,  with the  same  force  and  effect  as if such  facsimile
signature page were an original thereof.

     4.8 Legal  Fees.  In the  event  any  Person  commences  a legal  action or
proceeding to enforce its rights under this Warrant, the non-prevailing party to
such action or proceeding shall pay all reasonable costs and expenses (including
reasonable attorney's fees) incurred in enforcing such rights.

                                       9
<PAGE>

     4.9   Attorney-in-Fact.  To  effectuate  the  terms and  provisions  of the
Purchase Agreement,  the Escrow Agreement,  the Debentures and this Warrant, the
Company hereby agrees to grant a power of attorney to the attorney-in-fact named
therein (the  "Attorney-in-Fact")  substantially  in the form of by Exhibit F to
the Purchase Agreement (the "Power of Attorney"). All acts done under such power
of attorney are hereby  ratified  and approved and neither the  Attorney-in-Fact
nor any designee or agent  thereof shall be liable for any acts of commission or
omission,  for any error of  judgment or for any mistake of fact or law, as long
as the  Attorney-in-Fact is acting within the scope of the Power of Attorney and
within  the scope  of,  and in  accordance  with,  this  Warrant,  the  Purchase
Agreement,  the Debenture and the Escrow Agreement. The Power of Attorney, being
coupled with an interest, shall be irrevocable while any portion of this Warrant
remains  unexercised,  any amount of the Debenture  remains  unconverted  or any
provision of the Purchase Agreement or the Escrow Agreement remains unsatisfied.
In  addition,  the  Company  shall  deliver  to the  Attorney-in-Fact  a copy of
resolutions duly adopted by the Board of Directors of the Company,  as certified
by the President of the Company,  (a) authorizing  future issuances of shares of
Common Stock upon exercise of this Warrant and  conversion of the Debentures and
(b)  stating  that such  resolutions  are  irrevocable  while any  amount of the
Debentures remain  unconverted,  any portion of this Warrant remains unexercised
or any  provision of the  Purchase  Agreement  or the Escrow  Agreement  remains
unsatisfied.

Dated:  __________, 200_


FUSION NETWORKS HOLDINGS, INC.


By:
Name:
Title:



Attest:


Name:
Title:

                                       10
<PAGE>

                                   APPENDIX 1

                               NOTICE OF EXERCISE

1.   The undersigned hereby elects (please check the appropriate box and fill in
     the blank spaces):

     |_| to purchase  ______  shares of Common  Stock,  par value  $0.00001  per
     share, of Fusion Networks  Holdings,  Inc. at $___ per share for a total of
     $______ and  pursuant  to the terms of the  attached  Warrant,  and tenders
     herewith payment of the aggregate  Exercise Price of such Warrant Shares in
     full; or

     |_| to purchase  _______  shares of Common  Stock,  par value  $0.00001 per
     share, of Fusion Networks Holdings,  Inc. pursuant to the cashless exercise
     provision  under  Section  2.2 (b) of the  attached  Warrant,  and  tenders
     herewith the number of Warrant Shares to purchase such Warrant Shares based
     on the average  closing  bid price of the Common  Stock for the ten Trading
     Days prior to the date hereof of $____ per share.

2.   Please issue a certificate or certificates representing said Warrant Shares
     in the name of the undersigned or in such other name as is specified below:



Dated:                                   By:

                                         Name: ______________________________

                                         Title: _____________________________

                                       11