THE  WARRANT  REPRESENTED  BY THIS  CERTIFICATE  AND THE  SHARES  ISSUABLE  UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  AND MAY NOT BE  SOLD,  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  IN THE
ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION  THEREFROM UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.

                           DWANGO NORTH AMERICA CORP.
           WARRANT FOR THE PURCHASE OF _______ SHARES OF COMMON STOCK,
                            PAR VALUE $.001 PER SHARE

Warrant No. WE-___

                  THIS     CERTIFIES      that,     for     value      received,
__________________________,  with an address of  _________  (the  "Holder"),  is
entitled to subscribe for and purchase from DWANGO NORTH AMERICA CORP., a Nevada
corporation  (the  "Company"),  upon the terms and subject to the conditions set
forth herein,  at the initial exercise price of $1.20 per share of common stock,
par value $.001 per share (the  "Exercise  Price"),  at any time or from time to
time after the date hereof and up to and including  5:00 P.M. on  _____________,
2007,  New York time (the  "Exercise  Period"),  _________  shares (as  adjusted
pursuant to the terms  hereof,  the "Warrant  Shares") of the  Company's  common
stock, par value $.001 per share (the "Common  Stock").  As used herein the term
"this  Warrant"  shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.

                  This  Warrant  is issued pursuant to the Agreement and Plan of
Reorganization,  dated September 19, 2003,  between the Company and Dwango North
America,  Inc.,  among  others,  and  replaces  the Warrant  referred to in that
certain  Placement Agent Agreement among the Company,  HCFP/Brenner  Securities,
LLC and RG Securities, LLC dated April 30, 2002, as amended October 7, 2002.

                  The number of shares of Common Stock issuable upon exercise of
this  Warrant  and the  Exercise  Price  may be  adjusted  from  time to time as
hereinafter set forth.

                  1. (a) This  Warrant  may be  exercised  during  the  Exercise
Period,  as to the whole or any lesser  number of whole Warrant  Shares,  by the
surrender  of this  Warrant  (with the form of  election  attached  hereto  duly
executed) to the Company at its office at 5847 San Felipe Street, Houston, Texas
77057,  or at such other  place as is  designated  in  writing  by the  Company,
together  with (i) a certified or bank  cashier's  check payable to the order of
the Company in an amount equal to the Exercise Price multiplied by the number of
Warrant  Shares  for which  this  Warrant  is being  exercised  (the  "Aggregate
Exercise  Price") and (ii) the  acceptance  by the Holder of a number of Warrant
Shares equal to the number of Warrant Shares being purchased upon such exercise.


<PAGE>

         (b) In lieu of cash  exercising  this Warrant,  the Holder may elect to
receive,  without  the  payment by the Holder of any  additional  consideration,
shares  equal  to the  value  of this  Warrant  (or the  portion  thereof  being
canceled) by surrender  of this Warrant at the  principal  office of the Company
together with notice of such election, in which event the Company shall issue to
the  holder  hereof a number  of  shares  of  Common  Stock  computed  using the
following formula:

                                Y (A - B)
                                ---------
                        X =            A
Where

         X--      The  number  of  shares  of  Common  Stock to be issued to the
                  Holder pursuant to this net exercise;

         Y--      The  number of shares of Common  Stock in respect of which the
                  net exercise election is made;

         A--      The Market Price of one share of the Company's Common Stock at
                  the time the net exercise election is made;

         B--      The Exercise Price (as adjusted to the date of net exercise).


In addition to issuing to the Holder the number of shares  represented by "X" in
the  forgoing  formula  pursuant to such net  exercise,  the Company  shall also
reduce  the  number of Shares  covered  by this  Warrant by the number of shares
represented by "Y" in the foregoing formula.


                  As used herein, the term "Market Price" shall mean the average
of the closing  price of the Company's  Common Stock on any national  securities
exchange,  on the Nasdaq National Market or the Nasdaq SmallCap  Market,  or, if
the Company's Common Stock is not so listed on any national securities exchange,
on the  Nasdaq  National  Market  or the  Nasdaq  SmallCap  Market,  then on the
domestic  over-the-counter  market as reported by the National Quotation Bureau,
Incorporated,  or any similar successor  organization,  for the ten (10) trading
days prior to the date the Holder exercises this Warrant.

                  2. Upon  each  exercise  of the  Holder's  rights to  purchase
Warrant  Shares,  the  Holder  shall be deemed to be the holder of record of the
Warrant Shares  issuable upon such exercise,  notwithstanding  that the transfer
books of the  Company  shall then be closed or  certificates  representing  such
Warrant  Shares shall not then have been  actually  delivered to the Holder.  As
soon as practicable after each such exercise of this Warrant,  the Company shall
issue and deliver to the Holder a certificate  or  certificates  for the Warrant
Shares issuable upon such exercise,  registered in the name of the Holder or its
designee.  If this Warrant  should be exercised in part only, the Company shall,
upon  surrender  of this  Warrant  for  cancellation,  execute and deliver a new
Warrant  evidencing  the right of the  Holder to  purchase  the  balance  of the
Warrant Shares (or portions thereof) subject to purchase hereunder.


                                       2
<PAGE>

                  3. Any  Warrants  issued upon the transfer or exercise in part
of this Warrant shall be numbered and shall be registered in a warrant  register
(the "Warrant  Register")  as they are issued.  The Company shall be entitled to
treat the registered  holder of any Warrant on the Warrant Register as the owner
in fact  thereof  for all  purposes  and  shall  not be bound to  recognize  any
equitable or other claim to or interest in such Warrant on the part of any other
person,  and shall not be liable for any  registration  or  transfer of Warrants
which are  registered  or to be  registered  in the name of a  fiduciary  or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is  committing  a breach of trust in  requesting  such  registration  or
transfer,  or with the  knowledge of such facts that its  participation  therein
amounts to bad faith.  This Warrant shall be  transferable  only on the books of
the Company upon  delivery  thereof duly endorsed by the Holder or by his or its
duly authorized attorney or representative, or accompanied by proper evidence of
succession, assignment, or authority to transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly
authenticated  evidence  of his or its  authority  shall be  produced.  Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged, at the option of the
Holder   thereof,   for  another   Warrant,   or  other  Warrants  of  different
denominations,  of like tenor and  representing  in the  aggregate  the right to
purchase a like number of Warrant Shares (or portions  thereof),  upon surrender
to the Company or its duly authorized agent.

                  4. The Company shall at all times  reserve and keep  available
out of its  authorized  and  unissued  Common  Stock,  solely for the purpose of
providing for the exercise of the rights to purchase all Warrant  Shares granted
pursuant to the Warrants,  such number of shares of Common Stock as shall,  from
time to time, be sufficient  therefor.  The Company covenants that all shares of
Common Stock issuable upon exercise of this Warrant, upon receipt by the Company
of the full  Exercise  Price  therefor,  shall be validly  issued,  fully  paid,
nonassessable, and free of preemptive rights of third parties.

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

                           (b) Whenever there shall be an adjustment as provided
in this Section 5, the Company shall promptly cause written notice thereof to be
sent by registered mail,  postage prepaid,  to the Holder,  at its address as it
shall appear in the Warrant  Register,  which notice shall be  accompanied by an
officer's  certificate  setting forth the number of Warrant  Shares  purchasable



                                       3
<PAGE>

upon  the  exercise  of  this  Warrant  and the  Exercise  Price(s)  after  such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment and the computation  thereof,  which officer's  certificate  shall be
conclusive  evidence of the correctness of any such  adjustment  absent manifest
error.

                           (c)  The  Company  shall  not be  required  to  issue
fractions of shares of Common Stock or other  capital  stock of the Company upon
the exercise of this Warrant.

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

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

                  (c) In case of any sale (publicly or privately) by the Company
of (i) shares of its Common Stock,  (ii) securities  convertible  into shares of
its Common Stock,  or (iii) options or warrants to purchase shares of its Common
Stock or  securities  convertible  into shares of its Common Stock  ("Additional
Shares of Common Stock") at a sale,  conversion or exercise price per share (the
"Issue  Price"),  as the case may be,  less than the  Exercise  Price,  then the
Exercise  Price shall be  adjusted  to a price  determined  by  multiplying  the
applicable  Exercise Price by a fraction (i) the numerator of which shall be the
sum of (x) the number of shares of Common Stock  outstanding (on a fully-diluted


                                       4
<PAGE>

basis)  immediately  prior to such issue or sale of Additional  Shares of Common
Stock plus (y) the  quotient  obtained by dividing the  Aggregate  Consideration
Received  (as  hereinafter  defined)  by the  Company  for the  total  number of
Additional  Shares  of Common  Stock so  issued or sold (or  deemed so issued or
sold) by the applicable Exercise Price in effect immediately prior to such issue
or sale; and (ii) the denominator of which shall be the sum of (A) the number of
shares of Common Stock outstanding (on a fully-diluted  basis) immediately prior
to such issue or sale plus (B) the number of  Additional  Shares of Common Stock
so issued or sold (or deemed so issued and sold).

                  (d) Section 6(c) shall not apply to (i) any shares issued upon
exercise  or  conversion  of any  currently  outstanding  options,  warrants  or
convertible  securities  or (ii) shares of any Common Stock  options or warrants
issuable  pursuant to the Company's  2003 Equity  Incentive Plan as currently in
effect or any underlying Common Stock issued on the exercise thereof.

                  (e) The Issue Price shall be  calculated  taking into  account
the amount  paid for the  issuance of such  Common  Stock,  option or warrant or
convertible  security  and the  amount,  if any,  payable  upon the  exercise or
conversion thereof.

                  (f) The "Aggregate  Consideration Received" by the Company for
any  issue or sale (or  deemed  issue or sale) of  securities  shall  (A) to the
extent it consists of cash, be computed at the gross amount of cash received (or
to be received) by the Company  before  deduction of any reasonable or customary
underwriting or similar commissions, compensation or concessions paid or allowed
by the Company in  connection  with such issue or sale and without  deduction of
any expenses  payable by the Company;  (B) to the extent it consists of property
other than cash,  be computed at the fair value of that  property  determined in
good faith by the Company's board of directors;  and (C) if Additional Shares of
Common Stock,  convertible  securities  or rights or options to purchase  either
Additional  Shares of Common Stock or convertible  securities are issued or sold
together  with other stock or  securities  or other  assets of the Company for a
consideration  that covers both, be computed as the portion of the consideration
so received  that may be  reasonably  determined  in good faith by the Company's
board of directors to be allocable to such  Additional  Shares of Common  Stock,
convertible securities or rights or options.

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

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

                           (a) to pay any dividend or make any  distribution  on
         shares  of Common  Stock in  shares  of Common  Stock or make any other
         distribution to all holders of Common Stock; or

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


                                       5
<PAGE>

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

                           (d) effect any sale of its Common Stock or securities
         convertible into Shares of its Common Stock; or

                           (e) to take any other  action  which  would  cause an
         adjustment to the Exercise Price;

then,  and in any one or more of such  cases,  the  Company  shall give  written
notice  thereof,  by  registered  mail,  postage  prepaid,  to the Holder at the
Holder's  address as it shall  appear in the Warrant  Register,  mailed at least
five  business  days prior to (i) the date as of which the  holders of record of
shares  of  Common  Stock  to be  entitled  to  receive  any  such  dividend  or
distribution   is  to  be   determined,   (ii)  the  date  on  which   any  such
reclassification,  change of outstanding shares of Common Stock,  consolidation,
merger,  sale,  lease,  conveyance  of property,  liquidation,  dissolution,  or
winding-up  is  expected  to  become  effective,  and the date as of which it is
expected  that  holders of record of shares of Common Stock shall be entitled to
exchange their shares for securities or other property, if any, deliverable upon
such  reclassification,  change of outstanding  shares,  consolidation,  merger,
sale, lease, conveyance of property,  liquidation,  dissolution,  or winding up,
(iii) the date on which any such sale is expected to be consummated, or (iv) the
date of such action which would require an adjustment to the Exercise Price.

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

                  9.  The  registration  rights  of the  Holder  (including  the
Holder's successors) with respect to this Warrant and the Warrant Shares will be
as set forth in Schedule 1 hereto.

                  10. The  certificate or  certificates  evidencing such Warrant
Shares shall bear a legend in substantially the following form:

     "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED,
     PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
     THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

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


                                       6
<PAGE>

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

                  13. All notices  required or permitted  hereunder  shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be  notified;  (ii)  five  business  days  after  having  been  sent by
registered or certified mail,  return receipt  requested,  postage  prepaid;  or
(iii) one business day after  deposit  with a  nationally  recognized  overnight
courier,  specifying  next day delivery,  with written  verification of receipt.
Notices  may also be  given  by  facsimile  and  will be  effective  on the date
transmitted if confirmed within 24 hours thereafter by a signed original sent in
the manner provided in the preceding sentence.  All communications shall be sent
to  the  Company  at  5847  San  Felipe  Street,   Houston,  Texas  77057;  Fax:
713-914-9688, Attention: Robert E. Huntley, Chief Executive Officer, with a copy
to Moomjian & Waite,  LLP,  500 North  Broadway,  Suite 142,  Jericho,  New York
11753,  Attention:  Gary T. Moomjian; and to the Holder at the address set forth
in the records of the  Company,  or at such other  address as the Company or the
Holder may  designate by 10 days'  advance  written  notice to the other parties
hereto.

                  14. The rights and  obligations of the Company,  of the holder
of this  Warrant and holder of shares of Common  Stock  issued upon  exercise of
this  Warrant,  referred  to in Section 9, shall  survive  the  exercise of this
Warrant.

                  15.  This  Warrant  shall be binding  upon the Company and its
successors  and  assigns  and shall  inure to the  benefit of the Holder and its
successors  and assigns.  The Holder may assign the  Holder's  rights under this
Warrant,  in whole or in part, and such rights may be similarly assigned by such
assignee. 16. This Warrant shall be construed in accordance with the laws of the
State of New York applicable to contracts made and performed  within such State,
without regard to principles of conflicts of law.






                                       7
<PAGE>












                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed by its Chief  Executive  Officer on the day and year first written
below.

Dated: September 29, 2003

                      DWANGO NORTH AMERICA CORP.


                      By: _________________________________
                             Name:  Robert E. Huntley
                             Title: Chief Executive Officer













                          [Signature Page for Warrant]



                                       8
<PAGE>






                               FORM OF ASSIGNMENT


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


                  FOR  VALUE  RECEIVED,   _____________________________   hereby
sells,  assigns,  and transfers  unto  __________________  a Warrant to purchase
__________  shares of Common Stock,  par value $.001 per share,  of Dwango North
America Corp.  (the  "Company"),  together with all right,  title,  and interest
therein, and does hereby irrevocably  constitute and appoint __________ attorney
to  transfer  such  Warrant  on the books of the  Company,  with  full  power of
substitution.

Dated: ______________


                     Signature_____________________________





                                     NOTICE


                  The signature on the foregoing  Assignment  must correspond to
the name as written upon the face of this Warrant in every  particular,  without
alteration or enlargement or any change whatsoever.


<PAGE>



To:      Dwango North America Corp.
         5847 San Felipe Street
         Houston, Texas 77057


                              ELECTION TO EXERCISE

The undersigned hereby elects to [check applicable subsection]:

(a)  Purchase  _____________/1/  shares of Common Stock of Dwango North America,
     Inc.  pursuant to the terms of the  attached  Warrant and tenders  herewith
     payment  in full for the  purchase  price of the  shares  being  purchased,
     together with all applicable transfer taxes, if any;

     OR

(b)  Exercise  the  attached  Warrant  for [all of the  shares] [ of the shares]
     [cross out inapplicable  phrase]  purchasable under the Warrant pursuant to
     the net exercise provisions of Section 1(b) of such Warrant.

The undersigned  requests that certificates for such securities be issued in the
name of, and delivered to:

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

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

Dated: _______________              Name________________________
                                            (Print)

Address:________________________________
                                                        ------------------------
                                                                     (Signature)

--------
1        Insert here the  maximum  number of shares or, in the case of a partial
         exercise,  the  portion  thereof  as to  which  the  Warrant  is  being
         exercised.

                                       10

<PAGE>




                                   SCHEDULE 1
                                   ----------

                       The following registration rights
                         agreement has been assumed by
                                  the Company.

                          REGISTRATION RIGHTS AGREEMENT


                                 (see attached)






                                       11