Exhibit 4.3

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY 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 THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS  EVIDENCED BY A LEGAL  OPINION OF COUNSEL TO THE  TRANSFEROR
REASONABLY  ACCEPTABLE  TO THE COMPANY TO SUCH  EFFECT,  THE  SUBSTANCE OF WHICH
SHALL BE REASONABLY  ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR
OTHER LOAN WITH A FINANCIAL  INSTITUTION  THAT IS AN  "ACCREDITED  INVESTOR"  AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                     UNITED NETWORK MARKETING SERVICES, INC.

         THIS COMMON STOCK PURCHASE WARRANT (the "Warrant")  CERTIFIES that, for
value received,  _________________________ (the "Holder"), is entitled, upon the
terms and subject to the limitations on exercise and the conditions  hereinafter
set forth,  at any time on or after the date of  issuance of this  Warrant  (the
"Initial  Exercise  Date") and on or prior to the five year  anniversary  of the
Initial Exercise Date (the "Termination Date") but not thereafter,  to subscribe
for and  purchase  from United  Network  Marketing  Services,  Inc.,  a Delaware
corporation (the "Company"), up to _______________ shares (the "Warrant Shares")
of Common  Stock,  par value  $0.001  per share,  of the  Company  (the  "Common
Stock").  The purchase price of one share of Common Stock (the "Exercise Price")
under this Warrant shall be $2.25, subject to adjustment hereunder.  CAPITALIZED
TERMS USED AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN
THAT CERTAIN  SECURITIES  PURCHASE AGREEMENT (THE "PURCHASE  AGREEMENT"),  DATED
JANUARY __, 2005 AMONG THE COMPANY AND THE PURCHASERS SIGNATORY THERETO.

         1.  Title to  Warrant.  Prior to the  Termination  Date and  subject to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights hereunder are  transferable,  in whole or in part, to up to three (3)
Persons in any 12 month  period,  at the office or agency of the  Company by the
Holder in person or by duly authorized attorney,  upon surrender of this Warrant
together  with  the  Assignment  Form  annexed  hereto  properly  endorsed.  The
transferee  shall sign an  investment  letter in form and  substance  reasonably
satisfactory to the Company.


                                       1
<PAGE>

         2.  Authorization  of Shares.  The Company  covenants  that all Warrant
Shares which may be issued upon the exercise of the purchase rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable and
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in  respect of any  transfer  occurring  contemporaneously  with such
issue).

         3. Exercise of Warrant.

                           (a) Exercise of the purchase  rights  represented  by
         this  Warrant  may be made at any time or times on or after the Initial
         Exercise Date and on or before the Termination  Date by delivery to the
         Company of a duly  executed  facsimile  copy of the Notice of  Exercise
         Form annexed hereto, at the office of the Company (or such other office
         or agency of the  Company as it may  designate  by notice in writing to
         the  registered  Holder at the address of such Holder  appearing on the
         books of the Company);  provided, however, within five (5) Trading Days
         of the date said Notice of Exercise is delivered  to the  Company,  the
         Holder  shall have  surrendered  this  Warrant to the  Company  and the
         Company shall have received payment of the aggregate  Exercise Price of
         the shares thereby  purchased by wire transfer or cashier's check drawn
         on a United States bank.  Certificates for shares  purchased  hereunder
         shall be delivered to the Holder within three (3) Trading Days from the
         latest to occur of  delivery  to the  Company of the Notice of Exercise
         Form,  surrender of this Warrant and payment of the aggregate  Exercise
         Price as set forth above ("Warrant Share Delivery Date").  This Warrant
         shall be deemed to have been  exercised on the date the Exercise  Price
         is received by the Company.  The Warrant Shares shall be deemed to have
         been issued,  and Holder or any other person so  designated to be named
         therein  shall be  deemed  to have  become a holder  of  record of such
         shares for all purposes,  as of the date the Warrant has been exercised
         by payment to the Company of the Exercise  Price and all taxes required
         to be paid by the  Holder,  if any,  pursuant to Section 5 prior to the
         issuance  of such  shares,  have been  paid.  If the  Company  fails to
         deliver to the Holder a certificate or  certificates  representing  the
         Warrant  Shares  pursuant to this  Section  3(a) by the  Warrant  Share
         Delivery  Date,  then the Holder  will have the right to  rescind  such
         exercise.

                           (b) If this  Warrant  shall  have been  exercised  in
         part, the Company shall,  at the time of delivery of the certificate or
         certificates  representing  Warrant  Shares,  deliver  to  Holder a new
         Warrant  evidencing  the rights of Holder to purchase  the  unpurchased
         Warrant  Shares called for by this Warrant,  which new Warrant shall in
         all other respects be identical with this Warrant.

                           (c) Subject to the  provisions  of this Section 3, if
         there is i) an effective  Registration Statement registering the resale
         of the Warrant  Shares by the Holder,  ii) the closing bid price of the
         Common  Stock  for  each of ten  (10)  consecutive  Trading  Days  (the
         "Measurement Period", which period shall not have commenced until after
         such Effective  Date) equals or exceeds $3.50 (the  "Threshold  Price")
         (subject to  adjustment  for reverse and forward  stock  splits,  stock
         dividends,  stock  combinations  and other similar  transactions of the
         Common Stock that occur after the date of the Purchase  Agreement)  and
         iii) the average daily trading volume for the Measurement Period equals


                                       2
<PAGE>

         or exceeds 100,000 shares, then the Company may, within two (2) Trading
         Days of such  period,  call for  cancellation  of all or any portion of
         this Warrant for which a Notice of Exercise has not yet been  delivered
         (such  right,  a "Call").  To  exercise  this right,  the Company  must
         deliver to the Holder an irrevocable  written notice (a "Call Notice"),
         indicating  therein the  unexercised  portion of this  Warrant to which
         such notice  applies.  If the  conditions set forth below for such Call
         are satisfied  from the period from the date of the Call Notice through
         and  including  the Call Date (as defined  below),  then any portion of
         this Warrant subject to such Call Notice for which a Notice of Exercise
         shall not have been received from and after the date of the Call Notice
         will be  cancelled at 6:30 p.m.  (New York City time) on the  fifteenth
         (15th)  Trading  Day after the date the Call  Notice is received by the
         Holder (such date, the "Call Date").  Any  unexercised  portion of this
         Warrant to which the Call Notice does not pertain will be unaffected by
         such Call Notice.  In furtherance  thereof,  the Company  covenants and
         agrees  that it will honor all  Notices  of  Exercise  with  respect to
         Warrant Shares subject to a Call Notice that are tendered from the time
         of delivery of the Call Notice  through 6:30 p.m.  (New York City time)
         on the Call  Date.  The  parties  agree  that any  Notice  of  Exercise
         delivered following a Call Notice shall first reduce to zero the number
         of Warrant  Shares  subject to such Call Notice  prior to reducing  the
         remaining Warrant Shares available for purchase under this Warrant. For
         example,  if (x) this  Warrant  then  permits the Holder to acquire 100
         Warrant Shares,  (y) a Call Notice  pertains to 75 Warrant Shares,  and
         (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder
         tenders a Notice of Exercise in respect of 50 Warrant Shares,  then (1)
         on the Call Date the right  under  this  Warrant  to acquire 25 Warrant
         Shares will be automatically  cancelled,  (2) the Company,  in the time
         and manner required under this Warrant,  will have issued and delivered
         to the Holder 50 Warrant  Shares in respect of the  exercise  following
         receipt  of the  Call  Notice,  and  (3)  the  Holder  may,  until  the
         Termination Date,  exercise this Warrant for 25 Warrant Shares (subject
         to  adjustment  as herein  provided  and  subject  to  subsequent  Call
         Notices).  Subject again to the  provisions  of this Section 3(c),  the
         Company may  deliver  subsequent  Call  Notices for any portion of this
         Warrant  for which the  Holder  shall  not have  delivered  a Notice of
         Exercise.  Notwithstanding  anything to the  contrary set forth in this
         Warrant,  the  Company  may not  deliver a Call  Notice or require  the
         cancellation  of this  Warrant  (and any  Call  Notice  will be  void),
         unless,  from the  beginning of the ten (10)  consecutive  Trading Days
         used to determine  whether the Common Stock has achieved the  Threshold
         Price  through  the Call Date,  (i) the Company  shall have  honored in
         accordance  with the terms of this  Warrant  all  Notices  of  Exercise
         delivered by 6:30 p.m. (New York City time) on the Call Date,  (ii) the
         Registration  Statement shall be effective as to all Warrant Shares and
         the  prospectus  thereunder  available  for use by the  Holder  for the
         resale of all such  Warrant  Shares and (iii) the Common Stock shall be
         listed or quoted for trading on the Trading Market. The Company's right
         to Call the Warrant  shall be exercised  ratably  among the  Purchasers
         based on each Purchaser's  initial purchase of Preferred Stock pursuant
         to the Purchase Agreement.

         4. No  Fractional  Shares  or  Scrip.  No  fractional  shares  or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any  fraction of a share  which the Holder  would  otherwise  be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment


                                       3
<PAGE>

in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.

         5. Charges,  Taxes and Expenses.  Issuance of certificates  for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

         6. Closing of Books.  The Company will not close its stockholder  books
or records in any manner  which  prevents the timely  exercise of this  Warrant,
pursuant to the terms hereof.

         7. Transfer, Division and Combination.

                           (a)  Subject  to  compliance   with  any   applicable
         securities  laws and the  conditions  set forth in  Sections 1 and 7(e)
         hereof and to the provisions of Section 4.1 of the Purchase  Agreement,
         this Warrant and all rights hereunder are transferable,  in whole or in
         part,  upon  surrender of this Warrant at the  principal  office of the
         Company,   together   with  a  written   assignment   of  this  Warrant
         substantially  in the form attached  hereto duly executed by the Holder
         or its agent or attorney and funds sufficient to pay any transfer taxes
         payable upon the making of such  transfer.  Upon such surrender and, if
         required,  such  payment,  the Company  shall execute and deliver a new
         Warrant or Warrants in the name of the assignee or assignees and in the
         denomination   or   denominations   specified  in  such  instrument  of
         assignment,  and shall issue to the  assignor a new Warrant  evidencing
         the portion of this  Warrant not so assigned,  and this  Warrant  shall
         promptly  be  cancelled.  A  Warrant,  if  properly  assigned,  may  be
         exercised  by a new holder for the purchase of Warrant  Shares  without
         having a new Warrant issued.

                           (b) This  Warrant  may be  divided or  combined  with
         other Warrants upon presentation  hereof at the aforesaid office of the
         Company,  together  with a  written  notice  specifying  the  names and
         denominations  in which new  Warrants  are to be issued,  signed by the
         Holder or its agent or  attorney.  Subject to  compliance  with Section
         7(a),  as to any  transfer  which may be involved  in such  division or
         combination,  the  Company  shall  execute and deliver a new Warrant or
         Warrants  in  exchange  for the  Warrant or  Warrants  to be divided or
         combined in accordance with such notice.

                           (c) The Company shall  prepare,  issue and deliver at
         its own expense (other than transfer taxes) the new Warrant or Warrants
         under this Section 7.

                           (d) The Company agrees to maintain,  at its aforesaid
         office,  books for the registration and the registration of transfer of
         the Warrants.


                                       4
<PAGE>

                           (e) If, at the time of the  surrender of this Warrant
         in connection  with any transfer of this Warrant,  the transfer of this
         Warrant shall not be registered  pursuant to an effective  registration
         statement  under  the  Securities  Act  and  under   applicable   state
         securities or blue sky laws, the Company may require, as a condition of
         allowing  such  transfer  (i) that the  Holder  or  transferee  of this
         Warrant,  as the case may be, furnish to the Company a written  opinion
         of  counsel  (which  opinion  shall be in  form,  substance  and  scope
         customary  for opinions of counsel in comparable  transactions)  to the
         effect that such  transfer may be made without  registration  under the
         Securities Act and under  applicable state securities or blue sky laws,
         (ii) that the holder or  transferee  execute and deliver to the Company
         an investment  letter in form and  substance  acceptable to the Company
         and (iii) that the transferee be an "accredited investor" as defined in
         Rule  501   promulgated   under  the  Securities  Act  or  a  qualified
         institutional  buyer as defined in Rule  144A(a)  under the  Securities
         Act.

         8. No Rights as  Shareholder  until  Exercise.  This  Warrant  does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the Warrant Shares so purchased shall
be and be deemed to be issued to such Holder as the record  owner of such shares
as of the  close of  business  on the  later of the  date of such  surrender  or
payment.

         9. Loss,  Theft,  Destruction  or  Mutilation  of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

         10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

         11.  Adjustments of Exercise Price and Number of Warrant Shares;  Stock
Splits, etc. The number and kind of securities  purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment  from time to
time upon the happening of any of the  following.  In case the Company shall (i)
pay a dividend  in shares of Common  Stock or make a  distribution  in shares of
Common Stock to holders of its  outstanding  Common  Stock,  (ii)  subdivide its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combine its  outstanding  shares of Common Stock into a smaller number of shares
of  Common  Stock,  or  (iv)  issue  any  shares  of  its  capital  stock  in  a
reclassification  of the  Common  Stock,  then  the  number  of  Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted so that the Holder  shall be entitled to receive the kind and number of
Warrant  Shares or other  securities of the Company which it would have owned or
have been  entitled  to  receive  had such  Warrant  been  exercised  in advance
thereof.  Upon each such  adjustment of the kind and number of Warrant Shares or


                                       5
<PAGE>

other  securities of the Company  which are  purchasable  hereunder,  the Holder
shall  thereafter be entitled to purchase the number of Warrant  Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or  other  security  obtained  by  multiplying  the  Exercise  Price  in  effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto  immediately prior to such adjustment and dividing by the number
of  Warrant  Shares or other  securities  of the  Company  that are  purchasable
pursuant hereto  immediately after such adjustment.  An adjustment made pursuant
to this paragraph shall become effective immediately after the effective date of
such event  retroactive to the record date, if any, for such event. For example,
if the Company  declared a 1-for-4  reverse  stock split and 400 Warrant  Shares
were  purchasable  hereunder,  then after such 1-for-4  reverse  stock split the
Warrant  Shares  purchasable  hereunder  would become 100 and the Exercise Price
would become $9.00 per share. Such Exercise Price is obtained by multiplying the
current  $2.25  Exercise  Price by 400  Warrant  Shares  purchasable  under this
example and dividing  the product by 100 Warrant  Shares  purchasable  after the
1-for-4 reverse stock split.

         12.   Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose all or substantially all of its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant,  the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and  Other  Property  receivable  upon or as a  result  of such  reorganization,
reclassification,  merger, consolidation or disposition of assets by a Holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for  adjustments of Warrant Shares
for which this Warrant is  exercisable  which shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of


                                       6
<PAGE>

this  Section  12  shall   similarly   apply  to   successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

         13.  Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

         14.  Notice of  Adjustment.  Whenever  the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall give notice thereof to the Holder,  which notice shall state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

         15. Notice of Corporate Action. If at any time:

                           (a) the Company shall take a record of the holders of
         its  Common  Stock  for the  purpose  of  entitling  them to  receive a
         dividend  or  other  distribution,  or any  right to  subscribe  for or
         purchase any evidences of its indebtedness,  any shares of stock of any
         class or any other  securities  or  property,  or to receive  any other
         right, or

                           (b) there shall be any capital  reorganization of the
         Company,  any reclassification or recapitalization of the capital stock
         of the  Company  or any  consolidation  or merger of the  Company  with
         (other  than a  consolidation  or merger in which  the  Company  is the
         surviving  corporation),  or any sale, transfer or other disposition of
         all or  substantially  all the  property,  assets  or  business  of the
         Company to, another corporation or,

                            (c)  there  shall  be  a  voluntary  or  involuntary
         dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least twenty (20) days' prior written  notice of the date on which a record date
shall be selected for such dividend,  distribution  or right or for  determining
rights to vote in respect of any such reorganization,  reclassification, merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer,  disposition,  dissolution,  liquidation or winding up, at least
twenty  (20)  days'  prior  written  notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing  clause also shall specify
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend,  distribution or right,  the date on which the holders of Common Stock
shall be entitled to any such dividend,  distribution  or right,  and the amount
and  character  thereof,  and (ii) the  date on which  any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property


                                       7
<PAGE>

deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with Section 17(d).

         16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares  upon the  exercise  of any  purchase  rights  under  this  Warrant  (the
"Required Minimum"). If, on any date, the number of authorized but unissued (and
otherwise  unreserved)  shares of Common Stock is less than the Required Minimum
on such date, then the Board of Directors of the Company shall use  commercially
reasonable   efforts  to  amend  the  Company's   certificate   or  articles  of
incorporation to increase the number of authorized but unissued shares of Common
Stock to at least the number of shares of Common  Stock that would  result  from
the full exercise of the Warrant Shares at such time, as soon as possible and in
any event not later  than the 75th day after  such  date.  The  Company  further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  stock  certificates  to
execute and issue the  necessary  certificates  for the Warrant  Shares upon the
exercise of the purchase  rights under this  Warrant.  The Company will take all
such  reasonable  action as may be necessary to assure that such Warrant  Shares
may be issued as provided  herein  without  violation of any  applicable  law or
regulation,  or of any  requirements of the Trading Market upon which the Common
Stock may be listed.

         Except and to the extent as waived or consented  to by the Holder,  the
Company shall not by any action,  including,  without  limitation,  amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

         Before  taking any action  which would result in an  adjustment  in the
number of  Warrant  Shares  for which  this  Warrant  is  exercisable  or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.


                                       8
<PAGE>

         17. Miscellaneous.

                           (a)  Jurisdiction.   All  questions   concerning  the
         construction,  validity, enforcement and interpretation of this Warrant
         shall be determined in accordance  with the  provisions of the Purchase
         Agreement.

                           (b)  Restrictions.  The Holder  acknowledges that the
         Warrant  Shares  acquired  upon the  exercise of this  Warrant,  if not
         registered,  will have  restrictions  upon resale  imposed by state and
         federal securities laws.

                           (c) Nonwaiver  and Expenses.  No course of dealing or
         any delay or failure to  exercise  any right  hereunder  on the part of
         Holder shall  operate as a waiver of such right or otherwise  prejudice
         Holder's rights, powers or remedies,  notwithstanding the fact that all
         rights  hereunder  terminate on the  Termination  Date.  If the Company
         willfully  and  knowingly  fails to comply with any  provision  of this
         Warrant,  which  results in any  material  damages to the  Holder,  the
         Company  shall pay to Holder  such  amounts as shall be  sufficient  to
         cover any costs and expenses including,  but not limited to, reasonable
         attorneys' fees, including those of appellate proceedings,  incurred by
         Holder in  collecting  any amounts due pursuant  hereto or in otherwise
         enforcing any of its rights, powers or remedies hereunder.

                           (d) Notices.  Any notice,  request or other  document
         required or  permitted  to be given or  delivered  to the Holder by the
         Company shall be delivered in accordance with the notice  provisions of
         the Purchase Agreement;  provided that upon any permitted assignment of
         this Warrant,  the assignee shall promptly provide the Company with its
         contact information.

                           (e) Limitation of Liability.  No provision hereof, in
         the  absence  of any  affirmative  action by Holder  to  exercise  this
         Warrant or purchase  Warrant Shares,  and no enumeration  herein of the
         rights or  privileges  of Holder,  shall give rise to any  liability of
         Holder for the purchase  price of any Common Stock or as a  stockholder
         of the Company, whether such liability is asserted by the Company or by
         creditors of the Company.

                           (f) Remedies.  Holder,  in addition to being entitled
         to exercise all rights granted by law,  including  recovery of damages,
         will be  entitled  to  specific  performance  of its rights  under this
         Warrant. The Company agrees that monetary damages would not be adequate
         compensation  for any loss  incurred by reason of a breach by it of the
         provisions  of this  Warrant and hereby  agrees to waive the defense in
         any  action  for  specific  performance  that a remedy  at law would be
         adequate.

                           (g)  Successors  and Assigns.  Subject to  applicable
         securities laws, this Warrant and the rights and obligations  evidenced
         hereby shall inure to the benefit of and be binding upon the successors
         of the Company and the successors and permitted assigns of Holder.  The
         provisions  of this  Warrant are  intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be  enforceable  by
         any such Holder or holder of Warrant Shares.

                           (h)  Amendment.  This  Warrant  may  be  modified  or
         amended or the provisions hereof waived with the written consent of the
         Company and the Holder.


                                       9
<PAGE>

                           (i) Severability.  Wherever possible,  each provision
         of this Warrant shall be  interpreted in such manner as to be effective
         and valid under  applicable  law, but if any  provision of this Warrant
         shall be prohibited by or invalid under  applicable law, such provision
         shall be ineffective  to the extent of such  prohibition or invalidity,
         without  invalidating the remainder of such provisions or the remaining
         provisions of this Warrant.

                           (j)  Headings.  The headings used in this Warrant are
         for the  convenience  of reference only and shall not, for any purpose,
         be deemed a part of this Warrant.


                              ********************


                                       10
<PAGE>

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated:  January ___, 2005

                                         UNITED NETWORK MARKETING SERVICES, INC.


                                         By: ___________________________________
                                             Name:
                                             Title:



                                       11
<PAGE>

                               NOTICE OF EXERCISE

To:      United Network Marketing Services, Inc.

         (1) The undersigned  hereby elects to purchase  ________ Warrant Shares
of the Company  pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders  herewith payment of the exercise price in full,  together
with all applicable transfer taxes, if any.

         (2) Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the  cancellation  of such number of Warrant  Shares as is
                  necessary,  in  accordance  with  the  formula  set  forth  in
                  subsection  3(d), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares  purchasable  pursuant to the
                  cashless exercise procedure set forth in subsection 3(d).

         (3)  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:

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

The Warrant Shares shall be delivered to the following:

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

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

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

         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D under the Securities Act of 1933, as amended.

                                          [PURCHASER]


                                          By: ____________________________
                                          Name:
                                          Title:

                                          Dated: _________________________


<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                    this form and supply required information.
                  Do not use this form to exercise the warrant.)


         FOR VALUE  RECEIVED,  the  foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to


_______________________________________________ whose address is

__________________________________________________________________.


__________________________________________________________________

                                             Dated: ______________, _______


                    Holder's Signature: _____________________________

                    Holder's Address:   _____________________________

                                        _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.