<PAGE>

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION 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.
[Insert Issue Date]

__________ shares(1)                                          Warrant No. ____

                            NET VALUE HOLDINGS, INC.
                             STOCK PURCHASE WARRANT

Registered Owner: [Insert Registered Owner]

         This certifies that, for value received, Net Value Holdings, Inc., a
Delaware corporation (the "Company"), grants the following rights to the
Registered Owner, or assigns, of this Warrant:

         1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Purchase Agreement. As
used in this Warrant, the following terms have the following meanings:

         "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control,"
when used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms of "affiliated," "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Appraiser" means a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of recognized
standing.

          "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the state of
Delaware generally are authorized or required by law or other government actions
to close.

--------
(1) The number of Compensation Warrants issued to the Registered Owner shall be
50% of the number of Closing Warrants issued to such Registered Owner.



<PAGE>
         "Cashless Exercise" has the meaning assigned to it in Section 6(b)
hereof.

         "Change of Control Transaction" means the occurrence of any of (i) the
merger or consolidation of the Company with or into another entity, unless the
holders of the Company's securities immediately prior to such transaction or
series of transactions continue to hold at least 50% of such securities
following such transaction or series of transactions, (ii) a sale, conveyance,
lease, transfer or disposition of all or substantially all of the assets of the
Company in one or a series of related transactions or (iii) the execution by the
Company of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth above in (i) or (ii).

         "Closing" and "Closing Date" have the meanings set forth in Section 1.3
of the Purchase Agreement.

         "Common Stock" means the shares of the Company's Common Stock, par
value $.01 per share.

         "Common Stock Deemed Outstanding" means, at any given time, the sum of
the number of shares of Common Stock actually outstanding at such time plus the
number of shares of Common Stock issuable upon the exercise of all options,
rights and warrants and the conversion or exchange of convertible or
exchangeable securities outstanding at such time, whether or not such options,
rights, or warrants, or convertible or exchangeable securities are actually
exercisable, convertible or exchangeable at such time.

         "Company" means Net Value Holdings, Inc., a Delaware corporation.

         "Excluded Securities" means (i) shares of Common Stock issued or
issuable pursuant to the Purchase Agreement and the Warrants, (ii) shares of
Common Stock deemed to have been issued by the Company in connection with a
transaction set forth on Schedule 5.23 to the Purchase Agreement or (iii) shares
of Common Stock (including options and warrants) issuable upon the exercise of
any options or warrants outstanding on the date hereof and listed in Schedule
2.5(b) of the Purchase Agreement.

         "Exercise Period" has the meaning assigned to it in Section 5 hereof.

         "Exercise Price" has the meaning assigned to it in Section 4 hereof.

         "Mandatory Exercise" has the meaning assigned to it in Section 8
hereof.

         "Mandatory Exercise Date" has the meaning assigned to it in Section 8
hereof.

         "Mandatory Exercise Period" has the meaning assigned to it in Section 8
hereof.

         "Mandatory Exercise Price" has the meaning assigned to it in Section 8
hereof

         "OTCBB" means the OTC Bulletin Board of the National Association of
Securities Dealers, Inc.

                                        2
<PAGE>

         "Per Share Market Value" means on any particular date (i) the closing
bid price per share of the Common Stock on such date on (a) the OTCBB, as
reported by the National Quotation Bureau Incorporated (or similar organization
or agency succeeding to its functions of reporting prices) at the close of
business on such date, or (b) such other Subsequent Market on which the Common
Stock is then listed or quoted or, if there is no such price on such date, then
the closing bid price on such exchange or quotation system on the date nearest
preceding such date, or (ii) if the Common Stock is not then publicly traded the
fair market value of a share of Common Stock as determined by an Appraiser
selected in good faith by the registered owners of a majority of the Underlying
Shares and Warrants then outstanding; provided, however, that, after receipt of
the determination by such Appraiser, the Company shall have the right to select,
in good faith, an additional Appraiser, in which case the fair market value
shall be equal to the average of the determinations by each such Appraiser; and
provided, further that all determinations of the Per Share Market Value shall be
appropriately adjusted for any stock dividends, stock splits or other similar
transactions during such period.

         "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Purchase Agreement" means that certain Series C Preferred Stock
Purchase Agreement, dated March 3, 2000, among the Company and the Purchasers.

         "Purchasers" has the meaning set forth in the Purchase Agreement.

         "Registered Owner" means the Person identified on the face of this
Warrant as the registered owner hereof or their assigns.

         "Subsequent Market" means the NASDAQ SmallCap Market, the NASDAQ
National Market, the New York Stock Exchange or the American Stock Exchange.

         "Trading Day(s)" means any day on which the primary market on which
shares of Common Stock are listed is open for trading.

         "Underlying Shares" means the shares of Common Stock issuable upon
exercise of this Warrant.

         "Warrant(s)" means this Compensation Warrant (as defined in the
Purchase Agreement).

         "Warrant Shares" has the meaning assigned to it in Section 3 hereof.

         2. Issue. Upon tender to the Company pursuant to Section 6 hereof, the
Company, within three (3) Business Days of the date thereof, shall issue to the
Registered Owner, or its designee, up to the number of shares specified in
Section 3 hereof of fully paid and nonassessable shares of Common Stock that the
Registered Owner, or assigns, is otherwise entitled to purchase.

                                        3
<PAGE>




         3. Number of Shares. The total number of shares of Common Stock that
the Registered Owner, or assigns, of this Warrant is entitled to receive upon
exercise of this Warrant is __________ shares (the "Warrant Shares"), subject to
adjustment from time to time as provided herein. The Company shall at all times
reserve and hold available out of its authorized and unissued shares of Common
Stock or other securities, as the case may be, sufficient shares of Common Stock
to satisfy all conversion, exercise and purchase rights represented by
outstanding convertible securities, options and warrants, including this
Warrant. The Company covenants and agrees that all shares of Common Stock that
may be issued upon the exercise of this Warrant shall, upon issuance, be duly
and validly issued, fully paid and nonassessable, free from all taxes, liens and
charges with respect to the purchase and the issuance of the shares, shall not
have any legend or restrictions on resale, expect as required by Section 7.3 of
the Purchase Agreement and, subsequent to the effectiveness of the registration
statement registering the Underlying Shares, shall be freely tradable.

         4. Exercise Price. The initial per share exercise price of this
Warrant, representing the price per share at which each share of Common Stock
issuable upon exercise of this Warrant may be purchased, is $4.09 subject to
adjustment from the Closing Date to the date of issue for stock splits,
dividends, combinations, reorganizations and other similar transactions with
respect to the Common Stock, and subject to adjustment from time to time during
the Exercise Period pursuant to the provisions of Section 7 hereof (the
"Exercise Price").

         5. Exercise Period. This Warrant may be exercised, in whole or in part,
from [insert issue date] up to and including [insert date] (2 years less 1 day)
(the "Exercise Period"). If not exercised during this period, this Warrant and
all rights granted under this Warrant shall expire and lapse.

         6.   Tender; Issuance of Certificates.

                  a. This Warrant may be exercised, in whole or in part, by (a)
         delivery of the applicable Exercise Price for the number of Warrant
         Shares in respect of which this Warrant is exercisable, (b) delivery of
         a duly executed Warrant Exercise Form, a copy of which is attached to
         this Warrant as Exhibit A, properly executed by the Registered Owner,
         or assigns, of this Warrant and (c) surrender of this Warrant. The
         number of Warrant Shares so purchased shall be designated on the
         Warrant Exercise Form and shall be deemed to be issued to the
         Registered Owner as of the close of business on the date on which this
         Warrant shall have been surrendered, the completed Warrant Exercise
         Form shall have been delivered and payment shall have been made for
         such shares as set forth above. The payment and Warrant Exercise Form
         must be delivered to the registered office of the Company or of the
         Company's transfer agent, either in person or as set for in Section 13
         hereof.

                  b. In addition to the exercise of all or a part of this
         Warrant by payment of the Exercise Price in cash as provided above, and
         in lieu of such payment, the Registered Owner shall have the right to
         effect a cashless exercise (a "Cashless Exercise"). In the event of a
         Cashless Exercise the Registered Owner may exercise this Warrant in
         whole or in part by surrendering this Warrant in exchange for the
         number of shares of Common Stock equal to the product of (i) the number
         of shares as to which this Warrant is being exercised multiplied by
         (ii) a fraction, the numerator of which is the Per Share Market Value
         on such date less the Exercise Price then in effect and the denominator
         of which is the Per Share Market Value on such date (in each case
         adjusted for fractional shares as herein provided).






                                        4


<PAGE>


                  c. In lieu of physical delivery of this Warrant, provided the
         Company's transfer agent is participating in the Depositary Trust
         Company ("DTC") Fast Automated Securities Transfer (FAST) program, upon
         request of the Registered Owner and in compliance with the provisions
         hereof, the Company shall use its best efforts to cause its transfer
         agent to electronically transmit the Warrant Shares to the Registered
         Owner by crediting the account of the Registered Owner's Prime Broker
         with DTC through its Deposit Withdrawal Agent Commission system. The
         time period for delivery described herein shall apply to any such
         electronic transmittals.

                  d. Certificates for the Warrant Shares so purchased,
         representing the aggregate number of shares specified in the Warrant
         Exercise Form, and any cash payments due under Section 15 hereof shall
         be delivered to the Registered Owner, or its designee, within three (3)
         Business Days after this Warrant shall have been so exercised. The
         certificates so delivered shall be in such denominations as may be
         requested by the Registered Owner and shall be registered in the name
         of the Registered Owner or such other name as shall be designated by
         such Registered Owner. If this Warrant shall have been exercised only
         in part then, unless this Warrant has expired, the Company shall, at
         its expense and at the time of delivery of such certificates, deliver
         to the Registered Owner a new Warrant representing the number of shares
         with respect to which this Warrant shall not then have been exercised.

         7.   Adjustment of Exercise Price.

                  a. Common Stock Dividends; Common Stock Splits;
         Reclassification. If the Company, at any time while this Warrant is
         outstanding, (a) shall pay or make a stock dividend on its Common Stock
         in shares of Common Stock, (b) subdivide outstanding shares of Common
         Stock into a larger number of shares or (c) issue by reclassification
         of shares of Common Stock any shares of capital stock of the Company,
         then (i) the Exercise Price shall be multiplied by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding before such event and the denominator of which shall be the
         number of shares of Common Stock outstanding after such event and (ii)
         the number of Warrant Shares shall be multiplied by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         shall be the number of shares of Common Stock outstanding immediately
         prior to such event. Any adjustment made pursuant to this Section 7(a)
         shall become effective immediately after the record date for the
         determination of shareholders entitled to receive such dividend or
         distribution or, in the case of a subdivision or re-classification,
         shall become effective immediately after the effective date thereof.

                  b. Rights; Options; Warrants or Other Securities. If the
         Company, at any time while this Warrant is outstanding, shall fix a
         record date for the issuance of rights, options, warrants or other
         securities (collectively, "Rights") to the holders of its Common Stock
         entitling them to subscribe for or purchase, convert into, exchange for
         or otherwise acquire shares of Common Stock, or any stock or other
         securities convertible into or exchangeable for Common Stock for no
         consideration or for a price per share less than the Exercise Price,
         then the Exercise Price shall be multiplied by a fraction, the
         numerator of which shall be (i) the number of shares of Common Stock
         outstanding immediately prior to such record date plus (ii) the number
         of shares of Common Stock which the aggregate consideration received by
         the Company for the issuance of such Rights and the aggregate
         consideration receivable by the Company upon exercise, conversion,
         exchange or other acquisition of Common Stock pursuant to such rights
         would purchase at the Exercise Price, and the denominator of which
         shall be (i) the number of shares of Common Stock outstanding
         immediately prior to such record date plus (ii) the number of
         additional shares of Common Stock offered for subscription, purchase,
         conversion, exchange or acquisition, as the case may be, pursuant to
         such Rights. Such adjustment shall be made whenever such




                                        5


<PAGE>



         rights, options, warrants or other securities are issued, and shall
         become effective immediately after the record date for the
         determination of shareholders entitled to receive such rights, options,
         warrants or other securities. However, upon the expiration of any such
         Rights, the issuance of which resulted in an adjustment in the Exercise
         Price pursuant to this Section 6(b), if all or any portion of such
         Rights shall not have been exercised, the Exercise Price shall
         immediately upon such expiration be increased to the price which it
         would have been after the issuance of such Rights on the basis of the
         number of shares of Common Stock (if any) actually purchased upon the
         exercise of such Rights actually exercised.

                  c. Subscription Rights. If the Company, at any time while this
         Warrant is outstanding, shall fix a record date for the distribution to
         holders of its Common Stock evidence of its indebtedness or assets or
         rights, options, warrants or other securities entitling them to
         subscribe for or purchase, convert into, exchange for or otherwise
         acquire any security (excluding those referred to in Sections 7(a) and
         (b) above), then in each such case the Exercise Price at which this
         Warrant shall thereafter be exercisable shall be determined by
         multiplying the Exercise Price in effect immediately prior to such
         record date by a fraction, the numerator of which shall be the Per
         Share Market Value on such record date less the then fair market value
         at such record date of the portion of such assets, evidence of
         indebtedness, rights, options, warrants or other securities so
         distributed applicable to one outstanding share of Common Stock as
         determined by the Board of Directors in good faith, and the denominator
         of which shall be the Per Share Market Value as of such record date;
         provided, however, that in the event of a distribution exceeding ten
         percent (10%) of the net assets of the Company, such fair market value
         shall be determined by an Appraiser selected in good faith by the
         registered owners of a majority of the Warrants and Underlying Shares
         then outstanding; and provided, further, that the Company, after
         receipt of the determination by such Appraiser shall have the right to
         select in good faith an additional Appraiser meeting the same
         qualifications, in which case the fair market value shall be equal to
         the average of the determinations by each such Appraiser. Such
         adjustment shall be made whenever any such distribution is made and
         shall become effective immediately after the record date mentioned
         above.


                  d. Record Date. If the Company takes a record of the holders
         of Common Stock for the purpose of entitling them (a) to receive a
         dividend or other distribution payable in Common Stock, Options or in
         Convertible Securities or (b) to subscribe for or purchase Common
         Stock, Options or Convertible Securities, then such record date will be
         deemed to be the date of the issue or sale of the shares of Common
         Stock deemed to have been issued or sold upon the declaration of such
         dividend or the making of such other distribution or the date of the
         granting of such right of subscription or purchase, as the case may be.

                  e. Notice of Adjustment. Whenever the Exercise Price is
         adjusted pursuant to this Section 7 the Company shall promptly deliver
         to the Registered Owner a notice setting forth the Exercise Price after
         such adjustment and setting forth a brief statement of the facts
         requiring such adjustment. Such notice shall be signed by the chairman,
         president or chief financial officer of the Company.

                  f. Treasury Shares. The number of shares of Common Stock
         outstanding at any given time shall not include shares owned or held by
         or for the account of the Company, and the disposition of any shares so
         owned or held shall be considered an issue or sale of Common Stock by
         the Company.





                                        6

<PAGE>

                  g. Change of Control; Compulsory Share Exchange. In case of
         (A) any Change of Control Transaction or (B) any compulsory share
         exchange pursuant to which the Common Stock is converted into other
         securities, cash or property (each, an "Event"), lawful provision shall
         be made so that the Registered Owner shall have the right thereafter to
         exercise this Warrant for shares of stock and other securities, cash
         and property receivable upon or deemed to be held by holders of Common
         Stock following such Event, and the Registered Owner shall be entitled
         upon such Event to receive such amount of shares of stock and other
         securities, cash or property as the shares of the Common Stock of the
         Company into which this Warrant could have been exercised immediately
         prior to such Event (without taking into account any limitations or
         restrictions on the exercisability of this Warrant) would have been
         entitled; provided, however, that in the case of a transaction
         specified in (A), above, in which holders of the Company's Common Stock
         receive cash, the Registered Owner shall have the right to exercise the
         Warrant for such number of shares of the surviving company equal to the
         amount of cash into which this Warrant is then exercisable, divided by
         the fair market value of the shares of the surviving company on the
         effective date of such Event. The terms of any such Event shall include
         such terms so as to continue to give to the Registered Owner the right
         to receive the securities, cash or property set forth in this Section
         7(g) upon any exercise or redemption following such Event. In any such
         case appropriate adjustment shall be made in the application of the
         provisions of this Section 7 with respect to the rights of the
         Registered Owner after such transaction to the end that the provisions
         of this Section 7 (including adjustment of the Exercise Price then in
         effect and the number of Warrant Shares issuable upon exercise of this
         Warrant) shall be applicable after that Event and be as nearly
         equivalent as practicable. In the case of an Event specified in (A),
         above, the successor corporation or other entity (if other than the
         Company) resulting from such Event, or the Person acquiring the
         properties and assets, or such other controlling corporation or entity
         as may be appropriate, shall expressly assume the obligation to deliver
         the cash, securities or other property which the
         Registered Owner is entitled to receive hereunder. The provisions of
         this Section 7(g) shall similarly apply to successive Events.

                  h. Issuance's Below Exercise Price. If the Company, at any
         time while this Warrant is outstanding:

                         (i)  issues or sells, or is deemed to have issued or
                  sold, any Common Stock (other than any Excluded Securities);

                         (ii) in any manner grants, issues or sells any rights,
                  options, warrants, options to subscribe for or to purchase
                  Common Stock or any stock or other securities convertible into
                  or exchangeable for Common Stock (other than any Excluded
                  Securities) (such rights, options or warrants being herein
                  called "Options" and such convertible or exchangeable stock or
                  securities being herein called "Convertible Securities"); or

                         (iii) in any manner issues or sells any Convertible
                  Securities (other than Excluded Securities);



                                        7


<PAGE>


         for (a) with respect to paragraph (h)(i), above, a price per share, or
         (b) with respect to paragraphs h(ii) or h(iii), above, a price per
         share (including the consideration per share paid on issuance of the
         Option or Convertible Securities) for which Common Stock issuable upon
         the exercise of such Options or upon conversion or exchange of such
         Convertible Securities is, less than the Exercise Price in effect
         immediately prior to such issuance, sale or grant, then, immediately
         after such issuance, sale or grant, the Exercise Price shall be reduced
         to the amount determined by dividing (1) the sum of (x) the product
         derived by multiplying the Exercise Price in effect immediately prior
         to such issue or sale by the number of shares of Common Stock Deemed
         Outstanding immediately prior to such issue or sale, plus (y) the
         consideration, if any, received or deemed to have been received by the
         Company upon such issue or sale, by (2) the number of shares of Common
         Stock Deemed Outstanding immediately after such issue or sale. No
         modification of the issuance terms shall be made upon the actual
         issuance of such Common Stock upon exercise, conversion or exchange of
         such Options or Convertible Securities. If there is a change at any
         time in (i) the exercise price provided for in any Options, (ii) the
         additional consideration, if any, payable upon the issuance, conversion
         or exchange of any Convertible Securities or (iii) the rate at which
         any Convertible Securities are convertible into or exchangeable for
         Common Stock, then immediately after such change the Exercise Price
         shall be adjusted to the Exercise Price which would have been in effect
         at such time had such Options or Convertible Securities still
         outstanding provided for such changed exercise price, additional
         consideration or changed conversion rate, as the case may be, at the
         time initially granted, issued or sold; provided that no adjustment
         shall be made if such adjustment would result in an increase of the
         Exercise Price then in effect. However, upon the expiration of any such
         Options or Convertible Securities, the issuance of which resulted in an
         adjustment in the Exercise Price pursuant to this Section 6(h), if all
         or any portion of any such Options or Convertible Securities shall not
         have been exercised, the Exercise Price shall immediately upon such
         expiration be increased to the price which it would have been
         after the issuance of such Options or Convertible Securities on the
         basis of the Company offering for subscription, purchase, conversion,
         exchange or acquisition only that number of shares of Common Stock (if
         any) actually purchased upon the exercise of such Rights actually
         exercised.

                  i. Effect on Exercise Price of Certain Events. For purposes of
         determining the adjusted Exercise Price under Section 7(h), the
         following shall be applicable:

                           (i) Calculation of Consideration Received. If any
                  Common Stock, Options or Convertible Securities are issued or
                  sold or deemed to have been issued or sold for cash, the
                  consideration received therefor will be deemed to be the net
                  amount received by the Company therefor, without deducting any
                  expenses paid or incurred by the Company or any commissions or
                  compensations paid or concessions or discounts allowed to
                  underwriters, dealers or others performing similar services in
                  connection with such issue or sale. In case any Common Stock,
                  Options or Convertible Securities are issued or sold for a
                  consideration other than cash, the amount of the consideration
                  other than cash received by the Company will be the fair value
                  of such consideration, except where such consideration
                  consists of securities listed or quoted on a national
                  securities exchange or national quotation system, in which
                  case the amount of consideration received by the Company will
                  be the arithmetic average of the closing sale price of such
                  security for the five (5) consecutive Trading Days immediately
                  preceding the







                                        8


<PAGE>

                  date of receipt thereof. In case any Common Stock, Options or
                  Convertible Securities are issued to the owners of the
                  non-surviving entity in connection with any merger in which
                  the Company is the surviving entity, the amount of
                  consideration therefor will be deemed to be the fair value of
                  such portion of the net assets and business of the
                  non-surviving entity as is attributable to such Common Stock,
                  Options or Convertible Securities, as the case may be. The
                  fair value of any consideration other than cash or securities
                  listed or quoted on a national securities exchange or national
                  quotation system will be determined jointly by the Company and
                  the registered owners of a majority of the Underlying Shares
                  and Warrants then outstanding. If such parties are unable to
                  reach agreement within ten (10) days after the occurrence of
                  an event requiring valuation (the "Valuation Event"), the fair
                  value of such consideration will be determined within
                  forty-eight (48) hours of the tenth (10th) day following the
                  Valuation Event by an Appraiser selected in good faith by the
                  Company and agreed upon in good faith by registered owners of
                  a majority of the Underlying Shares and Warrants then
                  outstanding. The determination of such Appraiser shall be
                  binding upon all parties absent manifest error.

                           (ii) Integrated Transactions. In case any In case any
                  Option is issued in connection with the issue or sale of other
                  securities of the Company, together comprising one integrated
                  transaction in which no specific consideration is allocated to
                  such Options by the parties thereto, the Options will be
                  deemed to have been issued for an aggregate consideration of
                  $.001.

                  j. Notice of Certain Events. If:

                           (i) the Company shall declare a dividend (or any
                  other distribution) on its Common Stock;

                           (ii) the Company shall declare a special nonrecurring
                  cash dividend on or a redemption of its Common Stock;

                           (iii) the Company shall authorize the granting to the
                  holders of its Common Stock rights, options or warrants to
                  subscribe for or purchase any shares of capital stock of any
                  class or of any rights;

                           (iv) the approval of any shareholders of the Company
                  shall be required in connection with any reclassification of
                  the Common Stock or any Change of Control Transaction; or

                           (v) the Company shall authorize the voluntary or
                  involuntary dissolution, liquidation or winding up of the
                  affairs of the Company;

         then the Company shall cause to be filed at each office or agency
         maintained for the purpose of exercise of this Warrant, and shall cause
         to be delivered to the Registered Owner, at least 30 (thirty) calendar
         days prior to the applicable record or effective date hereinafter
         specified, a notice (provided such notice shall not include any
         material non- public information) stating (a) the date on which a
         record is to be taken for the purpose of such dividend, distribution,
         redemption, or granting of options, rights or warrants, or if a record
         is not to be taken, the date as of which the holders of Common Stock of





                                        9

<PAGE>



         record to be entitled to such dividend, distributions, redemption,
         rights or warrants are to be determined or (b) the date on which such
         reclassification or Change of Control Transaction is expected to become
         effective or close, and the date as of which it is expected that
         holders of record of Common Stock shall be entitled to exchange their
         shares of Common Stock for securities, cash or other property
         deliverable in connection with such reclassification or Change of
         Control Transaction; provided, however, that the failure to mail such
         notice or any defect therein or in the mailing thereof shall not affect
         the validity of the corporate action required to be specified in such
         notice. Nothing herein shall prohibit the Registered Owner from
         exercising this Warrant during the 30- day period commencing on the
         date of such notice.

                  k. Rounding. All calculations under this Section 7 shall be
         made to the nearest cent or the nearest l/l00th of a share, as the case
         may be.

                  l. Other Events. If any event occurs that would adversely
         affect the rights of the Registered Owner of this Warrant but is not
         expressly provided for by Section 7 hereof (including, without
         limitation, the granting of stock appreciation rights, phantom stock
         rights or other rights with equity features), then the Company's Board
         of Directors will make an appropriate adjustment in the Exercise Price
         so as to protect the rights of the Registered Owner; provided, however,
         that no such adjustment will increase the Exercise Price.

                  m. Increase in Exercise Price. In no event shall any provision
         in this Section 7 cause the Exercise Price to be greater than the
         Exercise Price on the date of issuance of this Warrant.

         8. Mandatory Exercise. If, at any time during the Exercise Period, the
Per Share Market Value equals or exceeds $6.14 (the "Mandatory Exercise Price")
for any period of thirty (30) consecutive Trading Days (ending no earlier than
the day that the registration statement registering the Underlying Shares has
been declared effective by the Securities and Exchange Commission) (the
"Mandatory Exercise Period"), then so long as (i) the registration statement
registering the Underlying Shares is then in effect and (ii) the Company has a
sufficient number of authorized shares of Common Stock reserved for issuance
upon full exercise of the Warrants, the Registered Owner shall be required to
exercise this Warrant in full (the "Mandatory Exercise") in accordance with the
provisions of Section 6 hereof. This Warrant shall be exercised pursuant to the
Mandatory Exercise on no later than the fifth (5th) Trading Day following the
Mandatory Conversion Period (such date that this Warrant is exercised pursuant
to the Mandatory Exercise, the "Mandatory Exercise Date").

         9. Restriction on Exercise by Either the Registered Owner or the
Company. Notwithstanding anything herein to the contrary, and except as provided
in Section 8 hereof, in no event shall the Registered Owner or the Company have
the right or be required to exercise this Warrant to the extent that such
exercise would cause the aggregate number of shares of Common Stock beneficially
owned by such Registered Owner and its Affiliates to exceed 4.99% of the
outstanding shares of the Common Stock following such exercise. For purposes of
this Section 9, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended. The provisions
of this Section 9 may be waived by a Registered Owner as to itself (and solely
as to itself) upon not less than 65 days prior written notice to the Company,
and the provisions of this Section 9 shall continue to apply until such 65th day
(or later, if stated in the notice of waiver). [THIS PROVISION MAY BE DELETED AT
THE OPTION OF THE REGISTERED HOLDER]







                                       10


<PAGE>




         10. Registration on Company Books. This Warrant shall be numbered and
shall be registered upon issuance in a warrant register maintained the Company.
The Company may deem and treat the Registered Owner of this Warrant as the
absolute owner thereof, unless the Registered Owner shall have presented this
Warrant to the Company for transfer and the transferee shall have been entered
in the register as a subsequent holder. The ownership of this Warrant shall be
proven by such register, absent manifest error.

         11. Registration Rights. The Company will undertake the registration of
the Common Stock into which this Warrant is exercisable at such times and upon
such terms pursuant to the Registration Rights Agreement, in the form of Exhibit
E to the Purchase Agreement.

         12. Reservation of Underlying Shares; Listing. The Company covenants
that it will at all times reserve and keep available out of its authorized
shares of Common Stock, free from preemptive rights, solely for the purpose of
issue upon exercise of this Warrants as herein provided, such number of shares
of the Common Stock as shall then be issuable upon the exercise of all
outstanding Warrants into Common Stock. The Company shall promptly secure the
listing of the shares of Common Stock issuable upon exercise of this Warrant
upon each national securities exchange or automated quotation system upon which
shares of Common Stock are then listed (subject to official notice of issuance
upon exercise of this Warrant) and shall maintain, so long as any other shares
of Common Stock shall be so listed, such listing of all shares of Common Stock
from time to time issuable upon the exercise of this Warrant.

         13. Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed to have been received
(a) upon hand delivery (receipt acknowledged) or delivery by telex (with correct
answer back received), telecopy or facsimile (with transmission confirmation
report) at the address or number designated below (if received by 5:00 p.m.
Eastern time where such notice is to be received), or the first Business Day
following such delivery (if received after 5:00 p.m. Eastern time where such
notice is to be received) or (b) on the second Business Day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications are (i) if to the Company or the Company's
transfer agent to the address set forth in the Purchase Agreement (with copies
to the Company's counsel), and (ii) if to the Registered Owner to the addresses
set forth on the Purchase Agreement (with copies to the Registered Owner's
counsel) or such other address as may be designated in writing hereafter, in the
same manner, by such Person.

         14. Compliance With Governmental Requirements. The Company covenants
that if any shares of Common Stock required to be reserved for purposes of
exercise this Warrant requires registration with or approval of any governmental
authority under any federal or state law, or any national securities exchange,
before such shares may be issued upon exercise, the Company will use its best
efforts to cause such shares to be duly registered or approved, as the case may
be.

         15. Fractional Shares. Upon any exercise hereunder, the Company shall
not be required to issue stock certificates representing fractions of shares of
Common Stock, but may if otherwise permitted make a cash payment in respect of
any final fraction of a share based on the Per Share Market Value at such time.
If the Company elects not, or is unable, to make such a cash payment, the
Registered Owner shall be entitled to receive, in lieu of the final fraction of
a share, one whole share of Common Stock.



                                       11


<PAGE>


         16. Payment of Tax Upon Issue of Transfer. The issuance of certificates
for shares of the Common Stock upon exercise of this Warrant shall be made
without charge to the Registered Owner hereof for any documentary stamp or
similar taxes that may be payable in respect of the issue or delivery of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate upon exercise in a name other than that of the
Registered Owner of this Warrant and the Company shall not be required to issue
or deliver such certificates unless or until the Person or Persons requesting
the issuance 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.

         17. Warrants Owned by Company Deemed Not Outstanding. In determining
whether the holders of the outstanding Warrants have concurred in any direction,
consent or waiver under this Warrant, warrants which are owned by the Company or
any other obligor thereof shall be disregarded and deemed not to be outstanding
for the purpose of any such determination; provided, that any Warrants owned by
the Registered Owner shall be deemed outstanding for purposes of making such a
determination.

         18. Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction hereof.

         19. No Rights as Stockholder. This Warrant shall not entitle the
Registered Owner to any rights as a stockholder of the Company, including
without limitation, the right to vote, to receive dividends and other
distributions, or to receive notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent exercised into
shares of Common Stock in accordance with the terms hereof.

         20. Certain Actions Prohibited. The Company will not, by amendment of
its charter 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 to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the Registered Owner
in order to protect the exercise privilege of the Registered Owner against
dilution or other impairment, consistent with the tenor and purpose of this
Warrant. Without limiting the generality of the foregoing, the Company (i) will
not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant and (ii) will take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

         21. Shareholder Rights Plan. In the event that the Company shall
distribute "poison pill" rights pursuant to a "poison pill" shareholder rights
plan (the "Shareholder Rights"), the Company shall, in lieu of making any
adjustment pursuant to Section 7 hereof, make proper provision so that each
Registered Owner who exercises this Warrant after the record date for such
distribution and prior to the expiration or redemption of the Shareholder Rights
shall be entitled to receive upon such exercise, in addition to the shares of
Common Stock issuable upon such exercise, a number of Shareholder Rights to be
determined as follows: (i) if such exercise occurs on or prior to the date for
the distribution to the holders of Shareholder Rights of separate certificates
evidencing such Shareholder Rights (the "Distribution Date"), the same number of
Shareholder Rights to which a holder of a number of shares of Common Stock equal
to the number of shares of Common Stock issuable upon such exercise at the time
of such exercise would be entitled in accordance with the terms and provisions
of and applicable to the Shareholder Rights; and (ii) if such exercise occurs
after the Distribution Date, the same number of Shareholder Rights to which a
holder of the number of shares into which this Warrant was exercisable
immediately prior to the Distribution Date would have been entitled on the
Distribution Date, in accordance with the terms and provisions of such
Shareholder Rights, and in each case subject to the terms and conditions of the
Shareholder Rights.





                                       12


<PAGE>



         22. Successors and Assigns. This Warrant shall be binding upon and
inure to the benefit of the Registered Owners and its assigns, and shall be
binding upon any entity succeeding to the Company by merger or acquisition of
all or substantially all the assets of the Company. The Company may not assign
this Warrant or any rights or obligations hereunder without the prior written
consent of the Registered Owner. The Registered Owner may assign this Warrant
without the prior written consent of the Company.

         23. Governing Law. This Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the [State of Delaware], as
applied to agreements under seal made, and entirely to be performed, within
[Delaware], without regard to the principles of conflicts of law thereof. Each
party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Warrant
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

         24. Remedies. In the event of a breach by the Company of any of their
obligations under this Warrant, the Registered Owner, in addition to being
entitled to exercise all rights granted by law and under the Purchase Agreement,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not
provide adequate compensation for any losses incurred by reason of a breach by
it of any of the provisions of this Warrant and hereby further agree that, in
the event of any action for specific performance in respect of such breach, it
shall waive the defense that a remedy at law would be adequate.

         25. Mutilated or Missing Warrants. In case this Warrant shall be
mutilated, lost, stolen or destroyed, the Company, upon request of the
Registered Owner, shall issue and deliver in exchange and substitution for and
upon cancellation of such mutilated Warrant (upon surrender thereof), or in the
event that this Warrant is lost, stolen or destroyed, a new Warrant of like
tenor and representing an equivalent right or interest upon any indemnification
undertaking by the Holder to the Company in customary form as reasonably
required by the Company.




                                                       13


<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer as of the date first set forth above.









                                                     NET VALUE HOLDINGS, INC.


                                                     By:________________________
                                                     Name:
                                                     Title:


































<PAGE>



                                    EXHIBIT A

                              Warrant Exercise Form
                              ---------------------


TO:      NET VALUE HOLDINGS, INC.


         The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase _______ shares of Common Stock of Net Value Holdings, Inc., pursuant to
Warrant No. ___ heretofore issued to ___________________ on ____________, ____ ;
(2) encloses either (a) a cash payment of $__________ or (b) a Warrant
representing _____ shares of Common Stock valued at the Per Share Market Price
of $ _____ on ________, ____, for these shares at a price of $____ per share (as
adjusted pursuant to the provisions of the Warrant); and (3) requests that a
certificate for the shares be issued in the name of the undersigned, or the
undersigned's designee, and delivered to the undersigned, or the undersigned's
designee, at the address specified below.

             Date:                              ________________________________

             Investor Name:                     ________________________________

             Taxpayer Identification Number:    ________________________________

             By:                                ________________________________

             Printed Name:                      ________________________________

             Title:                             ________________________________

             Address:                           ________________________________

                                                ________________________________


                                                ________________________________




             Cashless Exercise (Y or N):        __________


             Note: The above signature should correspond exactly with the
             name on the face of this Warrant Certificate or with the name
             of assignee appearing in assignment form below.


AND, if said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder less
any fraction of a share paid in cash and delivered to the address stated above.