Exhibit 10.22


                  FORM OF WARRANT ISSUED TO TELECOM.NET, INC.


                            URSUS TELECOM CORPORATION

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE
STATE SECURITIES LAW OR EXCEPT UPON DELIVERY TO URSUS TELECOM CORPORATION (THE
"COMPANY") OF AN OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT THE PROPOSED TRANSFER MAY BE
EFFECTED WITHOUT REGISTRATION UNDER SUCH ACT OR REGISTRATION OR QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS.

                                     Warrant

No. _____                               _______________ Shares of Common Stock


     THIS CERTIFIES that, for value received, _____________________________
_______________________(the "Holder"), is entitled to subscribe for and purchase
from Ursus Telecom Corporation, a Florida corporation (the "Company"), upon the
terms and conditions set forth herein, at any time or from time to time from and
after July 1, 1999 and before 5:00 p.m. Eastern Standard Time on the date which
is twelve (12) months following the date a registration statement filed by the
Company with the Securities and Exchange Commission with respect to Common
Shares has been declared or is deemed to be effective (the "Exercise Period"),
an aggregate of ______ shares of common stock, $.01 par value per share (the
"Common Shares"), of the Company (as adjusted, the "Underlying Shares") at an
exercise price of ______ per Common Share. The Underlying Shares are sometimes
collectively referred to herein as the "Underlying Securities."

     This Warrant is the warrant (collectively, including any warrants issued
upon the exercise or transfer of any such warrants in whole or in part, the
"Warrants") issued pursuant to an agreement dated October 22, 1999 (the
"Agreement"), between the Company and __________. As used herein the term "this
Warrant" shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.

     1. (a) This Warrant may be exercised during the Exercise Period, as to the
whole or any lesser number of whole Underlying Shares, by the surrender of this
Warrant (with the election at the end hereof duly executed) to the Company at
its office at Ursus Telecom Corporation, 440 Sawgrass Corporate Parkway, Suite
112, Sunrise, Florida 33325, or at such other place as is designated in writing
by the Company, together with payment of the Exercise Price (as defined)
multiplied by the number of Underlying Shares for which this Warrant is being
exercised. This Warrant may only be exercised for a proportionate amount of
Underlying Shares in amounts of not less than 100 Common Shares (unless less
than an aggregate of 100 Common Shares are then purchasable under this Warrant
by the Holder).

          (b) Payment of the Exercise Price may be made (i) in cash, by check
made payable to the Company, or cash equivalent, (ii) tender to the Company of
Common Shares owned by the Holder having a value, as determined by the Board
(but without regard to any restrictions on transferability applicable to such
stock by reason of federal or state securities laws or agreements with an
underwriter for the Company), not less than the Exercise Price, (iii) by the
assignment to a broker-dealer registered under the Securities Exchange Act of
1934 ("Exchange Act") of the proceeds of a sale of some or all of the shares
being acquired upon the exercise of the Warrant, provided such assignment
complies with Regulation T as promulgated under the Exchange Act by the Board of
Governors of the Federal Reserve System, (iv) by tender to the Company of a
portion of this Warrant, which portion shall be deemed to have a value equal to
the difference between the Exercise Price and the fair market value per share of
the Common Shares purchasable upon exercise of the portion of the Warrant
tendered (as determined by reference to the closing sale price or in the absence
thereof, the closing bid price, on the trading date preceding the date that such
tender is made), or (v) by any combination thereof.

     2. Upon each exercise of the Holder's rights to purchase Common Shares, the
Holder shall be deemed to be the holder of record of the Underlying Shares
issuable upon such exercise, notwithstanding that the transfer books of the
Company shall then be closed or certificates representing such Underlying Shares
shall not then have been actually delivered to the Holder. Promptly after each
such exercise of this Warrant, the Company shall issue and deliver, or shall
cause the transfer agent for the Common Shares to issue and deliver, to the
Holder a certificate or certificates for the Underlying Shares issuable upon
such exercise, registered in the name of the Holder or its designee. The Company
has reserved, deposited and will at all times maintain with the transfer agent
for the Common Shares a number of Underlying Shares sufficient for issuance and
delivery upon exercise of the Warrants. In the event that the Company fails
promptly to issue and deliver or cause the issuance and delivery of certificates
for Common Shares in accordance with the second sentence of this Section, the
Representative is hereby irrevocably designated the Company's agent to so
instruct the transfer agent for the Common Shares to issue and deliver such
certificates and to take any other actions either of them deem necessary or
appropriate in connection with such issuance and delivery. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the Underlying Shares (or portions
thereof) subject to purchase hereunder.

     3. Any Warrants issued upon the transfer or exercise in part of this
Warrant shall be numbered and shall be registered in a Warrant Register as they
are issued. The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge that a fiduciary or the nominee is committing a breach of trust
in requesting such registration or transfer, or with the knowledge of such facts
that its participation therein amounts to bad faith. This Warrant shall be
transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment, or authority to
transfer. In all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authenticated evidence of his or
its authority shall be produced. Upon any registration of transfer, the Company
shall deliver a new Warrant or Warrants to the person entitled thereto. This
Warrant may be exchanged, at the option of the Holder thereof, for another
Warrant, or other Warrant of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Underlying
Shares (or portions thereof), upon surrender to the Company or its duly
authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the "Act").

     4. The Company shall at all times reserve and keep available for issuance
upon the exercise of the Warrants and on deposit with the transfer agent for the
Common Shares a number of its authorized and unissued Common Shares that will be
sufficient to permit the exercise in full of the Warrants. The Company covenants
that all Common Shares issuable upon exercise of this Warrant, upon receipt by
the Company of the full payment therefor, shall be validly issued, fully paid,
nonassessable, and free of preemptive rights.

     5. (a) In case the Company shall at any time after the date hereof (i)
declare a dividend on the outstanding Common Shares payable in shares of its
capital stock, (ii) subdivide the outstanding Common Shares, (iii) combine the
outstanding Common Shares into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Shares (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise
Price, and the number of Underlying Shares issuable upon exercise of the
Warrants in effect at the time of the record date for such dividend or of the
effective date of such subdivision, combination, or reclassification, shall be
proportionately adjusted so that the holders of the Warrants after such time
shall be entitled to receive the aggregate number and kind of shares which, if
such Warrants had been exercised immediately prior to such time, such holders
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination or reclassification. Such adjustment
shall be made successively whenever any event listed above shall occur.

          (b) All calculations under this Section 5 shall be made to the nearest
cent or to the nearest one-thousandth of a share, as the case may be.

          (c) In any case in which this Section 5 shall require that an
adjustment in the number of Underlying Shares be made effective as of a record
date for a specified event the Company may elect to defer, until the occurrence
of such event, issuing to the Holder, if the Holder exercised this Warrant after
such record date, the Common Shares, if any, issuable upon such exercise over
and above the number of Underlying Shares, if any, issuable upon such exercise
on the basis of the number of Underlying Shares in effect prior to such
adjustment; PROVIDED, HOWEVER, that the Company shall deliver to the Holder a
due bill or other appropriate instrument evidencing the Holder's right to
receive such additional shares upon the occurrence of the event requiring such
adjustment.

          (d) Whenever there shall be an adjustment as provided in this Section
5, the Company shall promptly cause written notice thereof to be sent by
registered mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Underlying Shares issuable
pursuant to such Warrants and the Exercise Price, after such adjustment and
setting forth a brief statement of the facts requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.

          (e) The Company shall not be required to issue fractions of Common
Shares or other capital stock of the Company upon the exercise of this Warrant.
If any fraction of a share would be issuable on the exercise of this Warrant (or
specified portions thereof), the Company shall purchase such fraction for an
amount in cash equal to the same fraction of the Current Market Price (as
hereinafter defined) of such Common Share on the date of exercise of this
Warrant.

          (f) The "Current Market Price" per Common Share on any date shall be
defined as the average of the daily closing prices for the 30 consecutive
trading days immediately preceding the date in question. The closing price for
each day shall be the last reported sales price regular way or, in case no such
reported sale takes place on such day, the closing bid price regular way, in
either case on the principal national securities exchange (including, for
purposes hereof, the Nasdaq National Market System) on which the Common Shares
are listed or admitted to trading or, if the Common Shares are not listed or
admitted to trading on any national securities exchange, the highest reported
bid price for the Common Shares as furnished by the National Association of
Securities Dealers, Inc. through The Nasdaq Stock Market, Inc. or a similar
organization if The Nasdaq Stock Market, Inc. is no longer reporting such
information. If on any such date the Common Shares are not listed or admitted to
trading on any national securities exchange and are not quoted by The Nasdaq
Stock Market, Inc. or any similar organization, the fair value of the Common
Shares on such date, as determined in good faith by the Board of Directors of
the Company, whose determination shall be conclusive absent manifest error,
shall be used.

     6. (a) In case of any consolidation with or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation), or in case of any sale,
lease or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety, such
successor, leasing, or purchasing corporation, as the case may be, shall (i)
execute with the Holder an agreement providing that the Holder shall have the
right thereafter to receive upon exercise of this Warrant solely the kind and
amount of Common Shares and other securities, property, cash, or any combination
thereof receivable upon such consolidation, merger, sale, lease, or conveyance
by a holder of the number of Common Shares for which this Warrant might have
been exercised immediately prior to such consolidation, merger, sale, lease, or
conveyance and (ii) make effective provision in its certificate or articles of
incorporation or otherwise, if necessary, to effect such agreement. Such
agreement shall provide for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5 hereof.

          (b) In case of any reclassification or change of the Common Shares
issuable upon exercise of this Warrant (other than a change in par value or from
no par value to a specified par value, or as a result of a subdivision or
combination, but including any change in the shares into two or more classes or
series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the Common Shares (other than a
change in par value, or from no par value to a specified par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash, or any combination
thereof receivable upon such reclassification, change, consolidation, or merger
by a holder of the number of Common Shares for which this Warrant might have
been exercised immediately prior to such reclassification, change,
consolidation, or merger. Thereafter, appropriate provision shall be made for
adjustments which shall be as nearly equivalent as practicable to the
adjustments in Section 5 hereof.

          (c) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of Common Shares and to successive
consolidations, mergers, sales, leases, or conveyances.

     7. In case at any time the Company shall propose:

          (a) to pay any dividend or make any distribution on Common Shares in
Common Shares or make any other distribution (other than regularly scheduled
cash dividends which are not in a greater amount per share than the most recent
such cash dividend) to all holders of Common Shares; or

          (b) to issue any rights, warrants, or other securities to all holders
of Common Shares entitling them to purchase any additional Common Shares or any
other rights, warrants, or other securities; or

          (c) to effect any reclassification or change of outstanding Common
Shares, or any consolidation, merger, sale, lease, or conveyance of property,
described in Section 6(b); or

          (d) to effect any liquidation, dissolution, or winding up of the
Company;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to (i) the date as of which the holders of record of Common Shares to
be entitled to receive any such dividend, distribution, rights, warrants, or
other securities are to be determined, or (ii) the date on which any such
reclassification, change of outstanding Common Shares, consolidation, merger,
sale, lease, conveyance of property, liquidation, dissolution, or winding up is
expected to become effective, and the date as of which it is expected that
holders of record of Common Shares shall be entitled to exchange their shares
for securities or other property, if any, deliverable upon such
reclassification, change of outstanding shares, consolidation, merger, sale,
lease, conveyance of property, liquidation, dissolution, or winding up. Any such
notice shall be deemed delivered on the date of actual delivery as shown by the
certification receipt or at the expiration of the tenth (10th) business day
after the date of mailing, whichever is earlier in time.

     8. The issuance of any shares or other securities upon the exercise of this
Warrant, and the delivery of certificates or other instruments representing such
shares or other securities, shall be made without charge to the Holder for any
tax or other charge in respect of such issuance. The Company shall not, however,
be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of any certificate in a name other than that
of the Holder and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.

     9. (a) If, at any time during the Exercise Period, the Company shall file a
registration statement (other than on Form S-4, Form S-8, or any successor form)
with the Securities and Exchange Commission (the "Commission") while this
Warrant or any of the Holder's Securities (as hereinafter defined) are
outstanding, the Company shall give all the then holders of the Warrants or any
Holder's Securities (collectively, the "Eligible Holders") at least 45 days'
prior written notice of the filing of such registration statement. If requested
by any Eligible Holder in writing within 30 days after receipt of any such
notice, the Company shall, at the Company's sole expense (other than the fees
and disbursements of counsel for the Eligible Holders and the underwriting
discounts, if any, payable in respect of the Holder's Securities sold by any
Eligible Holder), register or qualify all or, at each Eligible Holder's option,
any portion of the Holder's Securities of any Eligible Holder who shall have
made such request, concurrently with the registration of such other securities,
all to the extent requisite to permit the public offering and sale of the
Holder's Securities through the facilities of all appropriate securities
exchanges and the over-the-counter market, and will use its best efforts through
its officers, directors, auditors, and counsel to cause such registration
statement to become effective as promptly as practicable. Notwithstanding the
foregoing, if the managing underwriter of any such offering shall advise the
Company in writing that, in its opinion, the distribution of all or a portion of
the Holder's Securities requested to be included in the registration
concurrently with the securities being registered by the Company would
materially adversely affect the distribution of such securities by the Company
for its own account, then any Eligible Holder who shall have requested
registration of his or its Holder's Securities shall delay the offering and sale
of such Holder's Securities (or the portions thereof so designated by such
managing underwriter) for such period, not to exceed 90 days (the "Delay
Period"), as the managing underwriter shall request, provided that no such delay
shall be required as to any Holder's Securities if any securities of the Company
are included in such registration statement and eligible for sale during the
Delay Period for the account of any person other than the Company and any
Eligible Holder unless the securities included in such registration statement
and eligible for sale during the Delay Period for such other person shall have
been reduced pro rata to the reduction of the Representative's Securities which
were requested to be included and eligible for sale during the Delay Period in
such registration. As used herein, "Holder's Securities" shall mean the
Underlying Securities which have not been previously sold pursuant to a
registration statement or Rule 144 promulgated under the Act.

          (b) In the event of a registration pursuant to the provisions of this
Section 9, the Company shall use its best efforts to cause the Holder's
Securities so registered to be registered or qualified for sale under the
securities or Blue Sky Laws of such jurisdictions as the Holder or such holders
may reasonably request; PROVIDED, HOWEVER, that the Company shall not be
required to qualify to do business in any state by reason of this Section 9(b)
in which it is not otherwise required to qualify to do business.

          (c) The Company shall keep effective any registration or qualification
contemplated by this Section 9 and shall from time to time amend or supplement
each applicable registration statement, preliminary prospectus, final
prospectus, application, document, and communication until the earlier of the
conclusion of the period required to permit the Eligible Holders to complete the
offer and sale of the Holder's Securities covered thereby and 90 days from the
effective date of the Registration Statement; PROVIDED, HOWEVER, that, if the
Company is required to keep any such registration or qualification in effect
with respect to securities other than the Holder's Securities beyond such
period, the Company shall keep such registration or qualification in effect as
it relates to the Holder's Securities for so long as such registration or
qualification remains or is required to remain in effect in respect of such
other securities.

          (d) In the event of a registration pursuant to the provisions of this
Section 9, the Company shall furnish to each Eligible Holder such number of
copies of the registration statement and of each amendment and supplement
thereto (in each case, including all exhibits), such reasonable number of copies
of each prospectus contained in such registration statement and each supplement
or amendment thereto (including each preliminary prospectus), all of which shall
conform to the requirements of the Act and the rules and regulations thereunder,
and such other documents, as any Eligible Holder may reasonably request to
facilitate the disposition of the Holder's Securities included in such
registration.

          (e) In the event of a registration pursuant to the provisions of this
Section 9, the Company shall enter into a cross-indemnity agreement and a
contribution agreement, each in customary form, with each underwriter, if any,
and, if requested, enter into an underwriting agreement containing conventional
representations, warranties, allocation of expenses, and customary closing
conditions, including, but not limited to, opinions of counsel and accountants'
cold comfort letters, with any underwriter who acquires any Holder's Securities.

          (f) The Company agrees that until all the Holder's Securities have
been sold under a registration statement or pursuant to Rule 144 under the Act,
it shall keep current in filing all reports, statements and other materials
required to be filed with the Commission to permit holders of the Holder's
Securities to sell such securities under Rule 144.

          (g) So long as any Holder's Securities are outstanding, the Company
will not enter into any agreement requiring the registration of any securities
of the Company which is in conflict with the terms of this Section 9.

     10. (a) Subject to the conditions set forth below, the Company agrees to
indemnify and hold harmless each Eligible Holder, its officers, directors,
partners, employees, agents, and counsel, and each person, if any, who controls
any such person within the meaning of Section 15 of the Act or Section 20(a) of
the Exchange Act from and against any and all loss, liability, charge, claim,
damage, and expense whatsoever (which shall include, for all purposes of this
Section 10, but not be limited to, attorneys' fees and any and all reasonable
expenses whatsoever incurred in investigating, preparing, or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and
all amounts paid in settlement of any claim or litigation), as and when
incurred, arising out of, based upon, or in connection with (i) any untrue
statement or alleged untrue statement of a material fact contained (A) in any
registration statement, preliminary prospectus, or final prospectus (as from
time to time amended and supplemented), or any amendment or supplement thereto,
relating to the sale of any of the Holder's Securities, or (B) in any
application or other document or communication (in this Section 10 collectively
called an "application") executed by or on behalf of the Company or based upon
written information furnished by or on behalf of the Company filed in any
jurisdiction in order to register or qualify any of the Holder's Securities
under the securities or Blue Sky laws thereof or filed with the Commission or
any securities exchange; or any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in reliance upon and
in conformity with written information furnished to the Company with respect to
such Eligible Holder by or on behalf of such Person expressly for inclusion in
any registration statement, preliminary prospectus, or final prospectus, or any
amendment or supplement thereto, or in any application, as the case may be, or
(ii) any breach of any representation, warranty, covenant, or agreement of the
Company contained in this Warrant. The foregoing agreement to indemnify shall be
in addition to any liability the Company may otherwise have, including
liabilities arising under this Warrant.

     If any action is brought against any Eligible Holder or any of its
officers, directors, partners, employees, agents, or counsel, or any controlling
persons of such person (an "Indemnified Party") in respect of which indemnity
may be sought against the Company pursuant to the foregoing paragraph, such
Indemnified Party or Parties shall promptly notify the Company in writing of the
institution of such action (but the failure so to notify shall not relieve the
Company from any liability other than pursuant to this Section 10) and the
Company shall promptly assume the defense of such action, including the
employment of counsel and payment of expenses. Such Indemnified Party or Parties
shall have the right to employ its or their own counsel in any such case, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless the employment of such counsel shall have
been authorized in writing by the Company in connection with the defense of such
action or the Company shall not have promptly employed counsel reasonably
satisfactory to such Indemnified Party or Parties to have charge of the defense
of such action or such Indemnified Party or Parties shall have reasonably
concluded that there may be one or more legal defenses available to it or them
or to other Indemnified Parties which are different from or additional to those
available to the Company, in any of which events such fees and expenses shall be
borne by the Company and the Company shall not have the right to direct the
defense of such action on behalf of the Indemnified Party or Parties. Anything
in this Section 10 to the contrary notwithstanding, the Company shall not be
liable for any settlement of any such claim or action effected without its
written consent, which shall not be unreasonably withheld. The Company shall
not, without the prior written consent of each Indemnified Party that is not
released as described in this sentence, settle or compromise any action, or
permit a default or consent to the entry of judgment in or otherwise seek to
terminate any pending or threatened action, in respect of which indemnity may be
sought hereunder (whether or not any Indemnified Party is a party thereto),
unless such settlement, compromise, consent, or termination includes an
unconditional release of each Indemnified Party from all liability in respect of
such action. The Company agrees promptly to notify the Eligible Holders of the
commencement of any litigation or proceedings against the Company or any of its
officers or directors in connection with the sale of any Holder's Securities or
any of its officers or directors in connection with the sale of any Holder's
Securities or any preliminary prospectus, prospectus, registration statement, or
amendment or supplement thereto, or any application relating to any sale of any
Holder's Securities.

          (b) The Holder agrees to indemnify and hold harmless the Company, each
director of the Company, each officer of the Company who shall have signed any
registration statement covering Holder's Securities held by the Holder, each
other person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, and its or their respective
counsel, to the same extent as the foregoing indemnity from the Company to the
Holder in Section 10(a), but only with respect to statements or omissions, if
any, made in any registration statement, preliminary prospectus, or final
prospectus (as from time to time amended and supplemented), or any amendment or
supplement thereto, or in any application, in reliance upon and in conformity
with written information furnished to the Company with respect to the Holder by
or on behalf of the Holder expressly for inclusion in any such registration
statement, preliminary prospectus, or final prospectus, or any amendment or
supplement thereto, or in any application, as the case may be. If any action
shall be brought against the Company or any other person so indemnified based on
any such registration statement, preliminary prospectus, or final prospectus, or
any amendment or supplement thereto, or in any application, and in respect of
which indemnity may be sought against the Holder pursuant to this Section 10(b),
the Holder shall have the rights and duties given to the Company, and the
Company and each other person so indemnified shall have the rights and duties
given to the Indemnified Parties, by the provisions of Section 10(a).

          (c) To provide for just and equitable contribution, if (i) an
Indemnified Party makes a claim for indemnification pursuant to Section 10(a) or
10(b) (subject to the limitations thereof) but it is found in a final judicial
determination, not subject to further appeal, that such indemnification may not
be enforced in such case, even though this agreement expressly provides for
indemnification in such case, or (ii) any Indemnified Party or indemnifying
party seeks contribution under the Act, the Exchange Act or otherwise, then the
Company (including for this purpose any contribution made by or on behalf of any
director of the Company, any officer of the Company who signed any such
registration statement, any controlling person of the Company, and its or their
respective counsel), as one entity, and the Eligible Holders of the Holder's
Securities included in such registration in the aggregate (including for this
purpose any contribution by or on behalf of an Indemnified Party), as a second
entity, shall contribute to the losses, liabilities, claims, damages, and
expenses whatsoever to which any of them may be subject, on the basis of
relevant equitable considerations such as the relative fault of the Company and
such Eligible Holders in connection with the facts which resulted in such
losses, liabilities, claims, damages, and expenses. The relative fault, in the
case of an untrue statement, alleged untrue statement, omission, or alleged
omission, shall be determined by, among other things, whether such statement,
alleged statement, omission, or alleged omission relates to information supplied
by the Company or by such Eligible Holders, and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement, alleged statement, omission, or alleged omission. The Company and the
Holder agree that it would be unjust and inequitable if the respective
obligations of the Company and the Eligible Holders for contribution were
determined by pro rata or per capita allocation of the aggregate losses,
liabilities, claims, damages, and expenses (even if the Holder and the other
Indemnified Parties were treated as one entity for such purpose) or by any other
method of allocation that does not reflect the equitable considerations referred
to in this Section 10(c). In no case shall any Eligible Holder be responsible
for a portion of the contribution obligation imposed on all Eligible Holders in
excess of its pro rata share based on the number of Common Shares (or which
would be owned upon exercise of all Holder's Securities) by it and included in
such registration as compared to the number of Common Shares owned (or which
would be owned upon exercise of all Holder's Securities) by all Eligible Holders
and included in such registration. No person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this Section 10(c), each person, if any, who
controls any Eligible Holder within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act and each officer, director, partner, employee,
agent, and counsel of each such Eligible Holder or control person shall have the
same rights to contribution as such Eligible Holder or control person and each
person, if any, who controls the Company within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act, each officer of the Company who shall
have signed any such registration statement, each director of the Company, and
its or their respective counsel shall have the same rights to contribution as
the Company, subject in each case to the provisions of this Section 10(c). This
Section 10(c) is intended to supersede any right to contribution under the Act,
the Exchange Act or otherwise.

     11. Unless registered pursuant to the provisions of Section 9 hereof, the
certificate or certificates evidencing such securities shall bear the following
legend:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY
          APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE
          TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAW OR
          EXCEPT UPON DELIVERY TO URSUS TELECOM CORPORATION (THE "COMPANY") OF
          AN OPINION OF COUNSEL, WHICH OPINION SHALL BE REASONABLY SATISFACTORY
          TO THE COMPANY AND ITS COUNSEL, THAT THE PROPOSED TRANSFER MAY BE
          EFFECTED WITHOUT REGISTRATION UNDER SUCH ACT OR REGISTRATION OR
          QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS."

     12. Any transfer permitted hereunder shall be made by surrender of this
Warrant to the Company at its principal office or to any person designated by
the Company as the transfer agent for this Warrant (the "Transfer Agent") at its
offices with a duly executed request to transfer the Warrant, which shall
provide adequate information and evidence of authority (in the case of execution
by a corporation, partnership, trust or other entity that is not a natural
person) to effect such transfer and shall be accompanied by (x) funds sufficient
to pay any transfer taxes applicable to the transfer and (y) a Form of
Assignment in the form attached hereto duly executed by the assignee. In the
case of a partial transfer of this Warrant, upon compliance with the immediately
preceding sentence, this Warrant shall be divided into two or more Warrants of
even date herewith setting forth warrant amounts that in the aggregate are equal
to the warrant amount immediately prior to the transfer. Upon satisfaction of
all transfer conditions, the Company or Transfer Agent shall, as promptly as
practicable and without charge, execute and deliver a new Warrant in the name of
the transferee named in such transfer request dated as of the date of this
Warrant, and this Warrant promptly shall be canceled

     13. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses, the Company shall exercise and deliver to the Holder
thereof a new Warrant of like date, tenor, and denomination.

     14. The Holder of any Warrant shall not have, solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.

     15. This Warrant shall be construed in accordance with the laws of the
State of Florida.

     16. The Company irrevocably consents to the jurisdiction of the courts of
the State of Florida and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Warrant, any document or instrument delivered pursuant to, in connection with or
simultaneously with this Warrant, or a breach of this Warrant or any such
document or instrument. In any such action or proceeding, the Company waives
personal service of any summons, complaint or other process. Within 30 days
after such service, or such other time as may be mutually agreed upon in writing
by the attorneys for the parties to such action or proceeding, the Company shall
appear to answer such summons, complaint or other processes.

Dated:

WITNESS:                                    URSUS TELECOM CORPORATION

-----------------------------               By: -------------------------------
Secretary                                       Luca M. Giussani,
                                                Chief Executive Officer

<PAGE>
                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)

     FOR VALUE RECEIVED, ______________________ hereby sells, assigns, and
transfers unto a Warrant to purchase Common Shares of Ursus Telecom Corporation
(the "Company"), together with all right, title, and interest therein, and does
hereby irrevocably constitute and appoint attorney to transfer such Warrant on
the books of the Company, with full power of substitution.

Dated:


                                             --------------------------
                                             Signature
<PAGE>
                              ELECTION TO EXERCISE

     The undersigned hereby exercises his or its rights to purchase _____ Common
Shares covered by the within Warrants and tenders payment herewith in the amount
of $ _____ in accordance with the terms thereof, and requests that certificates
for such securities be issued in the name of, and delivered to:



                           --------------------------
                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and, if such number of Underlying Shares shall not be all the Underlying Shares
covered by the within Warrant, requests that a new Warrant for the balance of
the Underlying Shares covered by the within Warrant be registered in the name
of, and delivered to, the undersigned at the address stated below.

Dated:  ___________________              Name:  ________________________
                                                (Print)

Address:


                                         Signature: _____________________

<PAGE>
                                   CERTIFICATE



     This certificate (the "Certificate") is being delivered to Ursus Telecom
Corporation, a Florida corporation ("the Company"), in connection with the
issuance by the Company of warrants (the "Warrants") to purchase an aggregate of
25,000 shares of Common Stock, par value $.01 per share of the Company (the
"Common Stock"), pursuant to the Engagement Letter dated June 28, 1999 between
the Company and Telcom.net, Inc. Terms used herein and not otherwise defined
herein are used herein as defined in the Warrants.

     (a) In connection with the acquisition by the undersigned of Warrants to
purchase 25,000 shares of Common Stock, the undersigned represents that the
undersigned (i) is acquiring the Warrants (and shares of Common Stock) solely
for investment purposes and not with a view toward, or for sale in connection
with, any distribution thereof, (ii) has received and reviewed such information
as it deems necessary to evaluate the merits and risks of its investment in the
Warrants (and shares of Common Stock), (iii) is an "accredited investor" within
the meaning of Rule 501(a) under the Securities Act, (iv) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Warrants (and shares of Common Stock),
including a complete loss of its investment and (v) understands that there is no
public market for the Warrants and the shares of Common Stock issuable upon
exercise thereof and is prepared to hold such Warrants or such shares for an
indefinite period.

     (b) The undersigned understands that if in the future the undersigned
decides to resell, pledge or otherwise transfer any of the Warrants (or shares
of Common Stock), such Warrants (or shares of Common Stock) may be resold,
pledged or transferred only (i) to the Company, (ii) to a person who the
undersigned reasonably believes is a qualified institutional buyer that
purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such resale, pledge or transfer is being made
in reliance on Rule 144A under the Securities Act, (iii) if registered under the
Securities Act or (iv) pursuant to an exemption from registration under the
Securities Act.


     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
executed in its name as of the day and year first above written.


                                      TELCOM.NET, INC.


                                      ------------------------
                                      Name:

                                      Date:
                                           --------------------