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                                                                     EXHIBIT 1.2

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE THIS WARRANT CAN BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND
APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE UNDERLYING SECURITIES MAY
NOT BE SOLD, TRANSFERRED, OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT, UNLESS SUCH REGISTRATION IS NOT THEN REQUIRED.

                                    FORM OF

                         UNDERWRITER'S PURCHASE WARRANT

                                 TAKES.COM, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. __________

         THIS CERTIFIES THAT, for value received, Paradise Valley Securities,
Inc. (the "Underwriter"), or its successors and permitted assigns (the "Holder")
is entitled to subscribe for and purchase from Takes.com, Inc., a Delaware
corporation with an address at 3655 Nobel Drive, Suite 550, San Diego,
California 92122 (the "Company"), at any time from and after Midnight (Phoenix,
Arizona time) on _____, 2000 [INSERT: the month, day and year that correspond to
the first anniversary of the effective date of the IPO registration statement]
and prior to 5:00 p.m. (Phoenix, Arizona time) on _____, 2004 [INSERT: the fifth
anniversary of the effective date of the IPO registration statement] (the
"Exercise Period"), _____ shares of the Company's common stock (the "Common
Stock"). The purchase price for each share of Common Stock hereunder shall be
$__________ [165% of the public offering price] (as adjusted in accordance with
this Warrant, the "Purchase Price"), subject, however, to the provisions and
upon the terms and conditions set forth in this Warrant.

         This Warrant is one of the "Underwriter's Warrants" issued pursuant to
the Underwriting Agreement dated _____, 1999 (the "Underwriting Agreement")
between the Company and the Underwriter as the representative of the several
underwriters relating to the initial public offering of Common Stock by the
Company.

         1. Exercise; Issuance of Certificates; Payment for Shares. The rights
represented by this Warrant may be exercised by the Holder, in whole or in part,
at any time or from time to time during the Exercise Period, upon presentation
and surrender of this Warrant to the Company, at its principal office as set
forth on the first page of this Warrant, with a duly executed subscription (in
the form attached hereto) and accompanied by payment of the Purchase Price for
each share of Common Stock purchased. Such payment shall be made, in cash or by
certified, bank, or cashier's check, payable to the order of the Company.
Notwithstanding the foregoing provisions requiring payment in cash or by check,
the Holder may from time to time at the Holder's option pay the Purchase Price
or any portion thereof by surrendering to the Company, in lieu of such payment,
the right of the Holder to receive a number of shares of Common Stock having an
aggregate Market
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Value equal to such Purchase Price (or portion thereof) on the date of exercise
(a "Cashless Exercise"). For purposes of the foregoing, the "Market Value" of a
share of Common Stock as of a relevant date means the closing price on the
trading day preceding such date with respect to the Common Stock on a national
securities exchange or the Nasdaq National Market or Nasdaq SmallCap Market, as
the case may be. The closing price shall be: (i) the last sale price of shares
of the Common Stock on such trading day or, if no such sale takes place on such
date, the average of the closing bid and asked prices thereof on such date, in
each case as officially reported by the principal exchange on which the Common
Stock is then listed or admitted to trading or by the Nasdaq Stock Market; or
(ii) if no shares of Common Stock are then listed or admitted to trading on any
national securities exchange or the Nasdaq National Market or the Nasdaq
SmallCap Market, the average of the reported closing bid and asked prices
thereof on such date in the over-the-counter market as shown on the National
Association of Securities Dealers automated quotation system. The Cashless
Exercise rights of the Holder shall be of no force or effect unless the Common
Stock is then listed, admitted to trading, or reported.

         The shares of Common Stock purchased hereunder shall be deemed to have
been issued to the Holder as of the close of business on the date on which this
Warrant shall have been surrendered to the Company, along with the subscription
and full payment, whether by cash, check or Cashless Exercise, for the shares
purchased. Certificates for the shares so purchased and, unless this Warrant
shall have expired, a new Warrant representing the number of shares of Common
Stock, if any, with respect to which this Warrant shall not then have been
exercised, shall be delivered to the Holder within a reasonable time, and in any
event within 30 days, after the Holder has complied with the provisions of this
Section 1.

         2. Restrictions on Transfer of Warrant. For the one year period after
the Issue Date the Holder may not sell, assign pledge, hypothecate or otherwise
transfer any rights under this Warrant to anyone other than (a) any officer or
partner of Holder; (b) any successor to the business of Holder; (c) any other
underwriter named in the Underwriting Agreement; or (d) any transferee who
receives this Warrant by operation of law as a result of the death or
dissolution of any Holder permitted by this Section 2.

         3. Reservation of Shares. The Company covenants and agrees that all
securities that it may issue upon the exercise of the rights represented by this
Warrant will, upon issuance, be fully paid and nonassessable and free from all
taxes, liens and charges. The Company further agrees that at all such times
there shall be authorized and reserved for issuance upon exercise of this
Warrant such number of shares of Common Stock as shall be required for issuance
on full exercise of this Warrant.

         4. Exchange, Assignment, or Loss of Warrant.

              (a) This Warrant is exchangeable, without expense other than as
provided in this Section 4, at the option of the Holder, upon presentation and
surrender hereof to the Company, for other Warrants of different denominations
entitling the holder(s) thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder.

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              (b) This Warrant may not be sold, transferred, assigned, or
hypothecated except as permitted under Section 2 herein and except in compliance
with Federal and state securities laws. Any permitted transfer shall be made by
surrender of this Warrant to the Company, together with a duly executed
assignment (in the form of the assignment attached to this Warrant) and funds
sufficient to pay any transfer tax, whereupon the Company shall, without charge,
execute and deliver a new Warrant or Warrants in the name(s) of the assignee(s)
named in such instrument of assignment, and this Warrant shall be canceled. Any
transferee of this Warrant, by its acceptance thereof, agrees to be bound by the
terms of this Warrant, with the same force and effect as if a signatory thereto.

              (c) Subject to (b) above, this Warrant may be divided or combined
with other Warrants that carry the same rights upon presentation and surrender
of this Warrant at the office of the Company together with a written notice,
signed by the Holder, specifying the names and denominations in which new
Warrants are to be issued.

              (d) The Company will execute and deliver a new Warrant of like
tenor and date upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and (i) in the case of
loss, theft, or destruction, upon receipt by the Company of indemnity
satisfactory to the Company, or (ii) in the case of mutilation, upon
presentation, surrender, and cancellation of this Warrant.

         5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity.
The rights of the Holder are limited to those expressed in the Warrant and are
not enforceable against the Company except to the extent set forth herein.

         6. Adjustment and Other Events.

              (a) If the Company shall, after the Issue Date, declare any
dividend or other distribution upon its outstanding Common Stock payable in
Common Stock or shall subdivide its outstanding shares of Common Stock into a
greater number of shares, then the number of shares of Common Stock that may
thereafter be purchased upon the exercise of the rights represented by this
Warrant must be increased in proportion to the increase through such dividend,
distribution, or subdivision, and the Purchase Price must be decreased in such
proportion. If the Company shall at any time combine the outstanding shares of
its Common Stock into a smaller number of shares, the number of shares of Common
Stock that may thereafter be purchased upon the exercise of the rights
represented hereby will be decreased in proportion to the decrease through such
combination, and the Purchase Price will be increased in such proportion.

              (b) If, after the Issue Date, there shall occur (i) any
reclassification, capital reorganization, or other change of outstanding Common
Stock of the Company (other than a change described or referred to in Subsection
6(a)), or (ii) any consolidation or merger of the Company with or into another
corporation or other entity (other than a consolidation or merger in which the
Company is the continuing corporation and that does not result in any
reclassification, capital reorganization or other change of the shares of Common
Stock issuable upon exercise of


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this Warrant), or (iii) sale or conveyance to a third party of all or
substantially all of the Company's assets as an entirety, then and in such event
the terms of this Section 6 will be deemed to be appropriately adjusted, and the
Company will cause effective provision to be made, so that the Holder shall have
the right thereafter, by exercising this Warrant, to purchase the kind and
amount of shares of stock and other securities and property, if any receivable
upon such reclassification, capital reorganization, or other change,
consolidation, merger, sale or conveyance that the Holder would have received
had this Warrant been exercised in full immediately prior to such event.

              (c) If, after the Issue Date, the Company shall at any time or
from time to time (i) distribute (otherwise than as a dividend in cash or in
Common Stock or in securities convertible into or exchangeable for Common Stock)
to the holders of Common Stock (or grant any rights to such holders to acquire)
assets, including stock or other securities of the Company (or the right to
acquire the same) or any subsidiary, without any consideration paid or to be
paid by such holders or for a consideration paid less than the fair market value
of such assets as reasonably and objectively determined by the Board of
Directors of the Company, or (ii) declare a distribution, right or dividend upon
the Common Stock in cash or assets other than shares of Common Stock, then the
Company shall reserve, and the Holder of this Warrant shall thereafter upon
exercise of this Warrant be entitled to receive, for each share of Common Stock
purchasable hereunder on the record date established by the Company for the
determination of holders of Common Stock entitled to receive such distribution,
right or dividend (or if no such record date shall have been established, on the
date of such distribution, grant of such right or payment of such dividend), (i)
the amount of such assets that would have been distributable to, or as to which
such right would have been granted to, the Holder hereof or (ii) the amount of
such dividend (to the extent above-stated) that the Holder would have received,
had the Holder been a holder of the number of shares of Common Stock purchasable
under this Warrant on such record (or other) date. Such entitlement by the
Holder shall be without increase in (except in respect for the consideration, if
any, paid for such assets by the holders of Common Stock) the then current
Purchase Price.

              (d) If: (i) there shall be an event requiring an adjustment as
provided in subsections 6(a) or 6(b); (ii) the Company shall make a distribution
that may come within subsection 6(c); (iii) the Company shall offer for
subscription pro rata to the holders of its Common Stock any additional shares
of stock of any class, or other rights; or (iv) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company; then, in any
one or more of such cases, the Company shall give to the Holder (1) at least
twenty days' prior written notice of the date on which the books of the Company
shall close or a record shall be taken for such dividend, distribution or
subscription rights, or for determining rights to vote in respect of any merger,
consolidation, reorganization or reclassification, and (2) in the case of any
such merger, consolidation, reorganization or reclassification at least twenty
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause and to the extent applicable
shall specify (A) in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled thereto,
and (B) when the holders of Common Stock shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such merger,
consolidation, reorganization, liquidation or winding up, as the case may be.
Upon the happening of an event requiring adjustment of the Purchase Price or the
kind or amount of securities or property purchasable hereunder, the Company
shall forthwith give


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notice to the Holder, which notice shall be accompanied by a certificate of the
Company, stating the adjusted Purchase Price and the adjusted number of shares
of Common Stock purchasable or the kind and amount of any such securities or
property purchasable upon exercise of this Warrant, as the case may be, and
setting forth in reasonable detail the method of calculation and the facts upon
which the calculation is based.

              (e) No fractional shares of Common Stock or script representing
fractional shares of Common Stock shall be issued upon the exercise of this
Warrant, and the Company shall have no obligation for any cash payment with
respect thereto. If a fractional share shall result from adjustments in the
number of shares of Common Stock purchasable hereunder, the number of shares of
Common Stock purchasable hereunder shall, on an aggregate basis taking into
account all prior adjustments, be rounded up to the next whole number.

              (f) Irrespective of any adjustment or change in the Purchase Price
or the number of shares of Common Stock or other securities actually purchasable
under this Warrant, this Warrant may continue to express the Purchase Price and
the number of shares of Common Stock purchasable hereunder as such price and
number of shares were expressed on this Warrant when initially issued.

         7. Registration Rights Under the Securities Act of 1933.

              (a) Optional Registrations. If at any time or times after the
commencement of the Exercise Period and prior to the seventh anniversary of the
Issue Date, the Company shall determine to register any shares of its Common
Stock (or securities convertible into or exchangeable or exercisable for shares
of the Common Stock or any class of common stock into which the Common Stock has
theretofore been converted or for which the Common Stock has been exchanged)
under the Securities Act of 1933, as amended (the "Act") (whether in connection
with a public offering of securities by the Company (a "primary offering"), a
public offering of securities by security holders (a "secondary offering"), or
both), but not in connection with a registration effected solely to implement an
employee benefit plan or a transaction to which Rule 145 or any other similar
rule of the Securities and Exchange Commission (the "Commission") under the Act
is applicable or a registration on any form which does not include substantially
the same information as would be required to be included in a registration
statement covering the Registrable Securities (including Form S-4 or any form
substituted therefor), the Company will promptly give written notice thereof to
the holders of Registrable Securities (as defined in Subsection 7(c) below) then
outstanding (the "Holders"). In connection with any such registration, the
Company will use its best efforts to effect the registration under the Act of
all Registrable Securities which such Holders may request in a writing delivered
to the Company within 15 days after the notice given by the Company pursuant to
Section 10 hereof; provided, however, that in the case of the registration of
shares of Common Stock by the Company in connection with an underwritten public
offering, if the managing underwriter determines that a limitation on the number
of shares to be underwritten is required, the managing underwriter may (subject
to the allocation priority set forth below) exclude from such registration and
underwriting some or all of the Registrable Securities which would otherwise be
underwritten pursuant to the notice described herein. The Company shall advise
all Holders of Registrable Securities promptly after such determination by the
managing underwriter,


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and the number of shares of securities that are entitled to be included in the
registration and underwriting (other than those to be sold for the account of
the Company) shall be allocated among Holders of Registrable Securities and
other security holders (excluding directors and officers of the Company), if
any, who have registration rights with respect to the securities they desire to
have registered in proportion, as nearly as practicable, to their respective
holdings of securities of the Company. All expenses of the registration and
offering (including transfer taxes on shares being sold by the Holders and the
fees and disbursements of one law firm acting as counsel to the Holders) shall
be borne by the Company, except that the Holders shall bear all underwriting
discounts and selling commissions attributable to their Registrable Securities
being registered. Without in any way limiting the types of registrations to
which this paragraph 7(a) shall apply, in the event that the Company shall
effect a shelf registration under Rule 415 promulgated under the Securities Act,
or any other similar rule or regulation ("Rule 415"), the Company shall take all
necessary action, including, without limitation, the filing of post-effective
amendments, to permit the Holders to include their shares in such registration
in accordance with the terms of this Subsection 7(a).

              (b) Demand Registration. If on any one occasion during the
Exercise Period (which, for purposes of this Section 7(b), shall not extend
beyond the fifth anniversary of the effective date of the registration statement
referred to in the Underwriting Agreement), one or more of the Holders holding
at least sixty percent (60%) of the Registrable Securities then held by all of
the Holders shall notify the Company in writing that he or they intend to offer
or cause to be offered for public sale all or any portion of his or their
Registrable Securities having an aggregate proposed offering price of not less
than $500,000.00 (the "Minimum"), the Company will notify all of the Holders of
Registrable Securities who would be entitled to notice of a proposed
registration under Subsection 7(a) above of its receipt of such notification
from such Holder or Holders. Upon the written request of any such Holder
delivered to the Company within 15 days after delivery by the Company of such
notification pursuant to Section 10 hereof, the Company will use its best
efforts to cause such of the Registrable Securities as may be requested by any
Holders (including the Holder or Holders giving the initial notice of intent to
register hereunder) to be registered under the Securities Act in accordance with
the terms of this Subsection 7(b), which registration may be under any form of
registration statement eligible for use by the Company for such purpose. All
expenses of the registration and offering (including transfer taxes on shares
being sold by the Holders and the fees and disbursements of one law firm acting
as counsel to the Holders) shall be borne by the Company, except that the
Holders shall bear the underwriting discounts and selling commissions
attributable to their Registrable Securities being registered. If the Company
shall furnish to the Holders requesting a registration statement under this
Subsection 7(b) a certificate signed by the President of the Company stating
that, in the good faith judgment of the Board of Directors, it would not be in
the best interests of the Company and its stockholders generally for such
registration statement to be filed, the Company shall have the right to defer
such filing for a period of not more than 90 days after the receipt of the
request for registration; provided, however, that the Company may not utilize
this right to defer more than once. The Company shall not be required to cause a
registration statement requested pursuant to this Subsection 7(b) to become
effective prior to 90 days following the effective date of a registration
statement initiated by the Company, if the request for registration has been
received by the Company subsequent to the giving of written notice by the
Company, made in good faith, to the Holders of Registrable


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Securities to the effect that the Company is commencing to prepare a
Company-initiated registration statement (other than a registration effected
solely to implement an employee benefit plan or a transaction to which Rule 145
or any other similar rule of the Commission under the Securities Act is
applicable); provided, however, that the Company shall use its best efforts to
achieve such effectiveness promptly following such 90-day period if the request
pursuant to this Subsection 7(b) has been made prior to the expiration of such
90-day period. If so requested by any Holder in connection with a registration
under this paragraph, the Company will take such steps as are required to
register such Holder's Registrable Securities for sale on a delayed or
continuous basis. The Company will take such steps as are required to keep any
registration statement under this Subsection 7(b) effective until the earlier
of: (i) 270 days after the effective date of any such registration statement; or
(ii) the sale of all of the Registrable Securities registered thereunder. The
obligation of the Company hereunder shall be deemed satisfied only when a
registration statement covering all shares of Registrable Securities specified
in notices received as aforesaid shall have become effective and, if the method
of disposition is a firm commitment underwritten public offering, all such
shares have been sold pursuant thereto. In connection with such a firm
commitment underwriting, the Company shall have the right to include in the
registration statement therefor shares of Common Stock to be offered and sold
for the account of the Company and other security holders of the Company;
provided, however, that no Registrable Shares shall be excluded from such
registration and underwriting by reason of the inclusion of any securities for
the Company's account or for the account of other securityholders. Any deferral
of the filing or effectiveness of a registration statement pursuant to this
Subsection 7(b) shall extend, by a period equal to the number of days of all
such deferrals, the period during which the Holders of Registrable Securities
shall be entitled to demand registration under this Subsection 7(b).

              If the method of disposition is an underwritten public offering,
the Company may designate the managing underwriter of such offering, subject to
approval of the holders of a majority of the Registrable Securities to be sold
in such offering, which approval shall not be unreasonably withheld or delayed.

              (c) Registrable Securities. For the purposes of this Section 7,
the term "Registrable Securities" shall mean any Common Stock purchasable upon
exercise of this Warrant or any other Warrant originally issued pursuant to the
Underwriting Agreement (collectively "Underwriters' Warrants") (or any
Warrant(s) issued in replacement hereof or thereof), and any other capital stock
issued or issuable with respect to the Common Stock issued or issuable upon the
exercise of this Warrant or any other Underwriters' Warrants.

              In connection with any registration statement which pertains to
Registrable Securities, the selling Holders shall (i) enter into any reasonable
underwriting agreement required by the proposed underwriter for the selling
Holders, if any, and (ii) immediately notify the Company, at any time when a
prospectus relating to the Holder's Registrable Securities is required to be
delivered under the Act, of the happening of any event relating to information
respecting such Holder as a result of which the prospectus which forms a part of
such registration statement contains an untrue statement of a material fact or
omits any material fact necessary to make the statements therein not misleading.

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              (d) Further Obligations of the Company. Whenever under the
preceding subsections of this Section 7 the Company is required hereunder to
register any Registrable Securities, it agrees that it shall also do the
following:


                  (i) Use its best efforts to diligently prepare and file with
the Commission a registration statement and such amendments and supplements to
said registration statement and the prospectus used in connection therewith as
may be necessary to keep said registration statement effective and to comply
with the provisions of the Act with respect to the sale of securities covered by
said registration statement for the period necessary to complete the proposed
public offering;

                  (ii) Furnish to each selling Holder of Registrable Securities
such copies of each preliminary and final prospectus and such other documents as
such Holder may reasonably request to facilitate the public offering of his
Registrable Securities;

                  (iii) Enter into any reasonable underwriting agreement
required by the proposed underwriter, if any, for the selling Holders;

                  (iv) Use its best efforts to register or qualify the
securities covered by said registration statement under the securities or
blue-sky laws of such jurisdictions as any selling Holder may reasonably request
if such registration or qualification is necessary in the judgment of the
Company's counsel, provided that the Company shall not be required to register
or qualify the securities in any jurisdictions which require it to subject
itself to general service of process therein:

                  (v) Immediately notify each of the selling Holders, at any
time when a prospectus relating to his Registrable Securities is required to be
delivered under the Act, of the happening of any event as a result of which such
prospectus contains an untrue statement of a material fact or omits any material
fact necessary to make the statements therein not misleading, and, at the
request of any such selling Holder, prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein not misleading;

                  (vi) Cause all such Registrable Securities to be listed on or
included in each securities exchange or quotation system on which similar
securities issued by the Company are then listed.

                  (vii) Comply with all applicable rules and regulations of the
Commission and make generally available to its security holders, in each case as
soon as practicable, an earnings statement of the Company which will satisfy the
provisions of Section 11(a) of the Securities Act; and

                  (viii) Obtain and furnish to each of the selling Holders,
immediately prior to the effectiveness of the registration statement (and, in
the case of an underwritten offering, at the time of delivery of any Registrable
Securities sold pursuant thereto), a cold comfort letter from the


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Company' s independent public accountants in customary form and covering such
matters of the type customarily covered by cold comfort letters as the holders
of a majority of the Registrable Securities being sold reasonably request.

              (e) Indemnification. Incident to any registration statement
referred to in this Section 7, and subject to applicable law, the Company will
indemnify and hold harmless, each Holder of Registrable Securities (including
its partners, directors, officers, employees and agents) so registered, and each
person who controls any of them within the meaning of Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the "Exchange Act"), from and against any
and all losses, claims, damages, expenses and liabilities, joint or several
(including any investigation, legal and other expenses incurred in connection
with, and any amount paid in settlement of, any action, suit or proceeding or
any claim asserted), to which they, or any of them, may become subject under the
Act, the Exchange Act or otherwise, insofar as such losses claims damages or
liabilities arise out of or are based on (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement
(including any related preliminary or definitive prospectus, or any amendment or
supplement to such registration statement or prospectus), (ii) any omission or
alleged omission to state in such document a material fact required to be stated
in it or necessary to make the statements in it not misleading, or (iii) any
violation by the Company of the Securities Act, any state securities or blue sky
laws or any rule or regulation thereunder in connection with such registration.
The indemnity agreement of the Company contained in this Subsection 7(e) shall
not apply to amounts paid in settlement of any loss, claim, damage, expense or
liability if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld). Nor shall the Company be
liable to any person for any loss, claim, damage, expense or liability arising
from any written information such person furnishes to the Company expressly for
use in connection with a registration statement or from the person's failure to
deliver, at the time required by the Act, a final or amended prospectus that
corrects any actual or alleged untrue statement or omission in any preliminary
prospectus. With respect to any untrue statement or omission or alleged untrue
statement or omission in the information furnished in writing to the Company by
such Holder expressly for use in such registration statement, such Holder will
indemnify and hold harmless each underwriter, the Company (including its
directors, officers, employees and agents), each other Holder of Registrable
Securities (including its respective partners directors, officers, employees and
agents) so registered, and each person who controls any of them within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages, expenses and liabilities,
joint or several, to which they, or any of them, may become subject under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise to the same extent provided in the
immediately preceding sentence. In no event, however, shall the liability of a
Holder for indemnification under this Subsection 7(e) exceed the proceeds
received by such Holder from its sale of Registrable Securities under such
registration statement.

              (f) Notice and Defense. Promptly after any indemnified party under
Subsection 7(e) receives notice of the commencement of any action (including any
governmental action), such indemnified party shall, if it intends to make a
claim against any indemnifying party under Subsection 7(e), deliver to the
indemnifying party a written notice describing the action. The


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indemnifying party shall have the right to assume the defense thereof with
counsel mutually satisfactory to the parties. An indemnified party shall have
the right to retain its own counsel, at the indemnifying party's expense, if an
actual or potential conflict of interest prevents representations of such
indemnified party by the counsel retained by the indemnifying party. The failure
to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party of any liability to the
indemnified party under Subsection 7(e) to the extent of such prejudice.

         8. Transfer to Comply with the Securities Act of 1933.

              (a) This Warrant and the shares of Common Stock or any other
security issued or issuable upon exercise of this Warrant may not be offered or
sold except in compliance with the Act and then only against receipt of an
agreement of such person to whom such offer or sale is made to comply with the
provisions of this Section 8 with respect to any resale or other disposition of
such securities; except that no such agreement shall be required from any person
purchasing shares of Common Stock pursuant to a registration statement effective
under the Act.

              (b) The Company may cause a legend in substantially the form set
forth on the first page of this Warrant to be placed on each Warrant and
certificate representing shares of Common Stock, any Common Stock Warrant or any
other security issued or issuable upon exercise of this Warrant, unless counsel
for the Company is of the opinion as to any such certificate that such legend is
unnecessary.

         9. Applicable Law. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Nevada.

         10. Notice. All notices and other communications provided for herein
shall be in writing and telecopied, mailed or to the intended recipient to the
following addresses: (i) if to the Holder, to Paradise Valley Securities, Inc.,
11811 North Tatum Boulevard, Suite 4040, Phoenix, Arizona 85028; and (ii) if to
the Company, at its address appearing on page 1 of this Warrant. The Holder and
the Company may change its address for delivery of notice to such other address
as may be designated therefor by written notice to the other hereunder. All such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

         11. Survival. The various rights and obligations of the Holder and of
the Company as set forth in Sections 7 and 8 herein shall survive the exercise
and surrender of this Warrant.

         12. Successors and Assigns. All the covenants and provisions of this
Warrant shall bind and inure to the benefit of the Holder and the Company and
their respective successors and assigns.

         13. Descriptive Headings. The descriptive headings of the several
Sections of this Warrant are inserted for convenience only and do not constitute
a part of this Warrant.

                                       10
<PAGE>   11
         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by its officer duly authorized.

DATED:                              , 1999.
      -----------------------------
                                              TAKES.COM, INC.

                                              By:
                                                 -------------------------------
                                                  Joel W. Cohen, President

ATTEST:

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

                     , Secretary
----------------------



                                       11
<PAGE>   12
                                   ASSIGNMENT

              (to be executed only upon assignment of the Warrant)

         FOR VALUE RECEIVED, the undersigned assigns and transfers to the
Assignee named below all of the rights of the undersigned under the attached
Warrant, with respect to the number of shares of Common Stock of America's Home
Page, Inc., a Delaware corporation (the "Company") set forth below:

          Name                                                 Number
          of Assignee                  Address                 of Shares
          -----------                  -------                 ---------










         The undersigned does hereby irrevocably constitute and appoint
                                                                       ---------


---------------------- as Attorney-in-fact to transfer such right on the books
of the Company, with full power of substitution.

Dated:  ___________________, _____.

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

                                                     By:
                                                         -----------------------
                                                     Its:
                                                         -----------------------



                                       12
<PAGE>   13
                                  SUBSCRIPTION

                 (To be executed only upon exercise of Warrant)

Takes.com, Inc.
3655 Nobel Drive, Suite 550
San Diego, California  92122

         The undersigned hereby elects to purchase, pursuant to the provisions
of the within Warrant held by the undersigned, _________ shares of Common Stock.

(Check Appropriate Box)

"        Payment of the Purchase Price per share accompanies this Subscription.

"        Pursuant to Section 1 of the within Warrant, the undersigned hereby
         surrenders the right to receive ____ shares of Common Stock to which
         this exercise relates, in payment of the Purchase Price for all shares
         of Common Stock to which this exercise relates.

DATED:
      ----------------                         ------------------------------
                                               By:
                                                  ---------------------------
                                               Its:
                                                   --------------------------



                                       13