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                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                        UPGRADE INTERNATIONAL CORPORATION
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                   THIS WARRANT AND THE SHARES OF COMMON STOCK
                     ISSUABLE PURSUANT TO THIS WARRANT HAVE
              NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
             AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED OR
            OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR
                AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE


FOR  VALUE  RECEIVED

Upgrade  International  Corporation,  a  Washington corporation (the "Company"),
grants  the  following  rights to Bob Horsting, having an address at 1727 Sunset
Ride  Road,  Glenview,  IL  60025  ("Holder").

ARTICLE  1.     DEFINITIONS

As  used  herein,  the following terms shall have the following meanings, unless
the  context  shall  otherwise  require:

     (a)  "Common  Stock"  shall mean the common  stock,  par value  $0.0001 per
          share, of the Company.

     (b)  "Corporate  Office"  shall  mean the  office  of the  Company  (or its
          successor)  at which at any  particular  time its  principal  business
          shall be  administered,  which office is located at the date hereof at
          1411 Fourth Avenue, Suite #629, Seattle, WA 98104.

     (c)  "Effective Date" shall mean August 16, 2000

     (d)  "Exercise  Date" shall mean any date upon which the Holder  shall give
          the Company a Notice of  Exercise,  which shall be deemed the date the
          Notice of Exercise was first  deposited in the U.S.  Mails, if mailed,
          or the date received by the courier company if delivered by recognized
          courier  company,  or the date  received by the  Company if  otherwise
          given or delivered.

     (e)  "Exercise  Price"  shall mean the price to be paid to the  Company for
          each  share of Common  Stock to be  purchased  upon  exercise  of this
          Warrant in accordance with the terms hereof, which shall be $10.00 per
          share.


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     (f)  "Expiration Date" shall mean 5:00 PM (Pacific Standard time) on August
          16, 2002.

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

ARTICLE  2.     EXERCISE

2.1  EXERCISE OF WARRANT
     This Warrant  shall  entitle  Holder to purchase up to 100 shares of Common
     Stock  (the  "Shares")  at  the  Exercise  Price.  This  Warrant  shall  be
     exercisable at any time and from time to time prior to the Expiration  Date
     (the  "Exercise  Period")  upon  execution.  This  Warrant and the right to
     purchase  Shares  hereunder  shall expire and become void at 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, by delivering to the
          Company at its Corporate Office (i) a duly executed Notice of Exercise
          in  substantially  the form  attached  as Appendix I hereto and (ii) a
          bank cashier's or certified check for the aggregate  Exercise Price of
          the Shares being purchased.

     (b)  From time to time upon exercise of this Warrant,  in whole or part, in
          accordance  with its terms,  the Company will cause its transfer agent
          to  countersign   and  deliver  stock   certificates   to  the  Holder
          representing  the number of Shares  being  purchased  pursuant to such
          exercise, subject to adjustment as described herein.

     (c)  Promptly  following any exercise of this  Warrant,  if the Warrant has
          not been fully exercised and has not expired, the Company will deliver
          to the Holder a new  Warrant  for the  balance  of the Shares  covered
          hereby.

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 RIGHT PRIOR TO EXERCISE
     Prior to its exercise pursuant to Section 2.3 above, this Warrant shall not
     entitle the Holder to any voting or other rights as holder of Shares.

2.5  ADJUSTMENTS
     In case of any reclassification, capital reorganization, stock dividend, or
     other  change of  outstanding  shares of  Common  Stock,  or in case of any
     consolidation  or merger of the Company  with or into  another  corporation
     (other  than  a  consolidation  or  merger  in  which  the  Company  is the
     continuing  corporation and which does not result in any  reclassification,
     capital  reorganization,  stock  dividend,  or other change of  outstanding
     shares of Common  Stock),  or in case of any sale or  conveyance to another
     corporation  of the  property of the Company  as, or  substantially  as, an
     entirety  (other  than  a  sale/leaseback,   mortgage  or  other  financing
     transaction),  the Company  shall cause  effective  provision to be made so
     that the  Holder  shall  have the  right  thereafter,  by  exercising  this
     Warrant, to purchase the kind and number of


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     shares of stock or other securities or property (including cash) receivable
     upon such  reclassification,  capital  reorganization,  stock dividend,  or
     other change, consolidation, merger, sale or conveyance as the Holder would
     have been entitled to receive had the Holder exercised this Warrant in full
     immediately before such  reclassification,  capital  reorganization,  stock
     dividend, or other change,  consolidation,  merger, sale or conveyance. Any
     such provision  shall include  provision for  adjustments  that shall be as
     nearly equivalent as may be practicable to the adjustments  provided for in
     this  Section  2.6.  The  foregoing  provisions  shall  similarly  apply to
     successive reclassifications, capital reorganizations, stock dividends, and
     other  changes  of  outstanding  shares of Common  Stock and to  successive
     consolidations, mergers, sales or conveyances.

2.6  FRACTIONAL SHARES
     No fractional  Shares shall be issuable upon exercise or conversion of this
     Warrant and the number of Shares to be issued  shall be rounded down to the
     nearest  whole  Share.  If a  fractional  Share  interest  arises  upon any
     exercise or conversion of the Warrant,  the Company  shall  eliminate  such
     fractional   Share  interest  by  paying  Holder  the  amount  computed  by
     multiplying  the  fractional  interest  by the  closing bid price of a full
     Share on the date of the Notice of Exercise.

ARTICLE  3.     REPRESENTATIONS  AND  COVENANTS  OF  THE  COMPANY

3.1  REPRESENTATIONS AND WARRANTIES

     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,  by duly authorized,
          validly issued,  fully-paid and  nonassessable,  and free of any liens
          and  encumbrances  except for  restrictions  on transfer  provided for
          herein or under applicable  federal and state securities laws, and not
          subject to any pre-emptive rights.

     (b)  The Company is a corporation duly organized and validly existing under
          the  laws of the  State of  Washington,  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 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 as enforcement may be limited by applicable  bankruptcy,
          insolvency, reorganization or similar laws affecting enforceability of
          creditors'  rights  generally  and except as the  availability  of the
          remedy of specific  enforcement,  injunctive relief or other equitable
          relief is  subject to the  discretion  of the court  before  which any
          proceeding therefor may be brought.


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     (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,  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.

ARTICLE  4.     MISCELLANEOUS

4.1  TRANSFER
     This Warrant may not be  transferred  or assigned,  in whole or in part, at
     any time without the consent of the Company.

4.2  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 Warrants so destroyed,  lost or
     stolen, upon the Holder filing with the Company evidence satisfactory to it
     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   indemnity
     satisfactory  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.

4.3  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 and confirmed in writing,  or mailed by first-class
     registered  or certified  mail,  postage  prepaid,  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; provided,  however,  that the Notice of Exercise may not be delivered
     by facsimile transmission.

4.4  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.


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4.5  GOVERNING LAW
     This Warrant shall be governed by and construed in accordance with the laws
     of the  State  of  Washington,  without  giving  effect  to its  principles
     regarding conflicts of law.


                                          UPGRADE  INTERNATIONAL  CORP.



                                          ______________________________________
                                          By:  Daniel  Bland
                                          Its:  President


Attest:___________________________


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                                   APPENDIX I


                               NOTICE OF EXERCISE


1.   The undersigned hereby elects to purchase ____________ shares of the Common
     Stock of Upgrade  International  Corporation  pursuant  to the terms of the
     attached  Warrant,  and tenders  herewith  payment of the purchase price of
     such shares in full.

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


      ______________________________________
      (Name)

      ______________________________________

      ______________________________________
      (Address)

3.   The  undersigned  represents  it is acquiring the shares solely for its own
     account and not as a nominee for any other party and not with a view toward
     the resale or  distribution  thereof except in compliance  with  applicable
     securities laws.



      ______________________________________         ___________________________
      (Signature)                                    (Date)


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