Exhibit 4.2

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE HAVE
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
UNDER ANY STATE  SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS WARRANT,  OR
ANY  SHARES OF COMMON  SHARES  ISSUABLE  UPON  EXERCISE,  UNLESS (i) THERE IS AN
EFFECTIVE  REGISTRATION  COVERING  THIS  WARRANT  OR  SHARES  UNDER  THE ACT AND
APPLICABLE STATE SECURITIES LAWS, (ii) IT FIRST RECEIVES AN OPINION FROM COUNSEL
TO THE COMPANY,  STATING THAT THE PROPOSED  TRANSFER IS EXEMPT FROM REGISTRATION
UNDER THE ACT AND UNDER  ALL  APPLICABLE  STATE  SECURITIES  LAWS,  OR (iii) THE
TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.

                                             For the Purchase of _____
                                             Shares of Common Stock

No.  NW-____

                           WARRANT FOR THE PURCHASE OF
                            SHARES OF COMMON STOCK OF

                              NETWOLVES CORPORATION

                            Expiring _______________



     FOR VALUE RECEIVED,  NetWolves  Corporation  ("Company"),  hereby certifies
that ______________________, or his registered assigns ("Registered Holder"), is
entitled,  subject to the terms set forth below, to purchase from the Company on
or before _______________, __________________ (________) shares of Common Stock,
$.0033 par value, of the Company ("Common Stock"),  at a purchase price equal to
$____ per share upon the terms and  conditions  set forth herein.  The number of
shares of Common  Stock  purchasable  upon  exercise  of this  Warrant,  and the
purchase  price(s) per share, each as adjusted from time to time pursuant to the
provisions of this Warrant,  are hereinafter referred to as the "Warrant Shares"
and the "Exercise Price(s)," respectively.

1. Registration of Transfers and Exchanges.

     (a) The Company shall  register the transfer of any portion of this Warrant
in the  Warrant  Register,  upon  surrender  of this  Warrant,  with the Form of
Assignment  attached hereto duly completed and signed,  to the Transfer Agent or
to the Company, provided,  however, that the Holder shall not make any transfers
to any  transferee  pursuant to this  Section for the right to acquire less than
_______  Warrant  Shares  (or the  balance of the  Warrant  Shares to which this
Warrant  relates).  Upon any such  registration  or  transfer,  a new warrant to

<PAGE>

purchase Common Stock, in  substantially  the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the  transferee  and a New Warrant  evidencing  the remaining
portion  of this  Warrant  not so  transferred,  if any,  shall be issued to the
transferring Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed  the  acceptance  of such  transferee  of all of the  rights and
obligations of a holder of a Warrant.

     (b) This Warrant is  exchangeable,  upon the surrender hereof by the Holder
to the office of the Company  for one or more New  Warrants,  evidencing  in the
aggregate  the right to purchase the number of Warrant  Shares which may then be
purchased  hereunder.  Any  such  New  Warrant  will be  dated  the date of such
exchange.

2. Exercise.

     2.1 Procedure for Exercise.  Subject to the  conditions and terms set forth
herein,  this Warrant may be exercised by the Registered  Holder, in whole or in
part,  by the  surrender  of this  Warrant  (with the  Notice of  Exercise  Form
attached  hereto as Exhibit 1 duly  executed by such  Registered  Holder) at the
principal  office  of the  Company,  or at such  other  office  or agency as the
Company may  designate,  accompanied  by payment in full, in lawful money of the
United  States,  of an amount  equal to the then  applicable  Exercise  Price(s)
multiplied  by the  number of Warrant  Shares  then  being  purchased  upon such
exercise.

     2.2 Date of Exercise. Each exercise of this Warrant shall be deemed to have
been  effected  immediately  prior to the close of  business on the day on which
this  Warrant  shall have been  surrendered  to the Company.  At such time,  the
person or persons in whose name or names any  certificates  for  Warrant  Shares
shall be issuable upon such  exercise  shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.

     2.3 Issuance of Certificate.  As soon as practicable  after the exercise of
the purchase right represented by this Warrant,  the Company at its expense will
cause to be issued in the name of, and delivered to, the Registered  Holder, or,
subject to the terms and conditions  hereof,  to such other individual or entity
as such Holder (upon payment by such Holder of any  applicable  transfer  taxes)
may direct:

     (i) a certificate or certificates  for the number of full shares of Warrant
Shares to which such  Registered  Holder  shall be entitled  upon such  exercise
plus,  in lieu of any  fractional  share to which such  Registered  Holder would
otherwise  be  entitled,  cash in an amount  determined  pursuant  to  Section 4
hereof, and

     (ii) in case such  exercise  is in part only,  a new  warrant  or  warrants
(dated the date hereof) of like tenor,  stating on the face or faces thereof the
number of shares  currently  stated on the face of this Warrant minus the number
of such shares purchased by the Registered Holder upon such exercise.

                                       2
<PAGE>

     2.4 Exercise of Warrant.  The Warrant may be exercised at any time in whole
or from time to time in part.

3. Adjustments.

     3.1 Split,  Subdivision or Combination of Shares. If the outstanding shares
of the Company's Common Stock at any time while this Warrant remains outstanding
and unexpired shall be subdivided or split into a greater number of shares, or a
dividend in Common Stock shall be paid in respect of Common Stock,  the Exercise
Price(s) in effect  immediately  prior to such subdivision or at the record date
of  such  dividend  shall,   simultaneously   with  the  effectiveness  of  such
subdivision or split or  immediately  after the record date of such dividend (as
the case may be), shall be proportionately  decreased. If the outstanding shares
of Common  Stock  shall be combined or  reverse-split  into a smaller  number of
shares, the Exercise Price(s) in effect immediately prior to such combination or
reverse split shall,  simultaneously  with the effectiveness of such combination
or reverse split, be proportionately  increased. When any adjustment is required
to be made in the  Exercise  Price(s),  the number of shares of  Warrant  Shares
purchasable  upon the  exercise of this  Warrant  shall be changed to the number
determined by dividing (i) an amount equal to the number of shares issuable upon
the exercise of this Warrant immediately prior to such adjustment, multiplied by
the Exercise Price(s) in effect  immediately  prior to such adjustment,  by (ii)
the Exercise Price(s) in effect immediately after such adjustment.

     3.2 Reclassification,  Reorganization, Consolidation or Merger. In the case
of any reclassification of the Common Stock (other than a change in par value or
a subdivision or  combination  as provided for in subsection 3.1 above),  or any
reorganization,  consolidation  or merger of the  Company  with or into  another
corporation  (other than a merger or  reorganization  with  respect to which the
Company  is  the  continuing  corporation  and  which  does  not  result  in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such  reorganization,  reclassification,  consolidation,  merger,
sale or liquidating  distribution,  lawful  provision  shall be made so that the
Registered  Holder of this Warrant  shall have the right  thereafter  to receive
upon the  exercise  hereof,  the kind and  amount  of  shares  of stock or other
securities or property which such Registered  Holder would have been entitled to
receive  if,  immediately  prior to any such  reorganization,  reclassification,
consolidation,  merger,  sale or liquidating  distribution,  as the case may be,
such Registered  Holder had held the number of shares of Common Stock which were
then  purchasable  upon  the  exercise  of  this  Warrant.  In  any  such  case,
appropriate  adjustment (as  reasonably  determined by the Board of Directors of
the Company) shall be made in the application of the provisions set forth herein
with respect to the rights and interests  thereafter of the Registered Holder of
this  Warrant  such that the  provisions  set forth in this Section 3 (including
provisions  with  respect  to  the  Exercise   Price(s))  shall   thereafter  be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property  thereafter  deliverable upon the exercise
of this Warrant.

     3.3 Price  Adjustment.  No  adjustment in the per share  Exercise  Price(s)
shall be required unless such  adjustment  would require an increase or decrease
in the  Exercise  Price(s)  of at  least  $0.01;  provided,  however,  that  any

                                       3
<PAGE>

adjustments  which by reason of this paragraph are not required to be made shall
be carried  forward and taken into  account in any  subsequent  adjustment.  All
calculations  under this  Section 3 shall be made to the nearest  cent or to the
nearest 1/100th of a share, as the case may be.

     3.4 No Impairment. The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  hereunder  by the Company but will at all times in good
faith assist in the carrying out of all the  provisions of this Section 3 and in
the taking of all such actions as may be necessary  or  appropriate  in order to
protect  against  impairment  of the  rights  of the  Registered  Holder of this
Warrant to adjustments in the Exercise Price(s).

     3.5 Notice of Adjustment.  Upon any adjustment of the Exercise  Price(s) or
extension of the Warrant  exercise  period,  the Company  shall  forthwith  give
written notice thereto to the Registered  Holder of this Warrant  describing the
event requiring the adjustment,  stating the adjusted  Exercise Price(s) and the
adjusted number of shares  purchasable  upon the exercise hereof  resulting from
such event, and setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.

4.  Fractional  Shares.  The Company shall not be required to issue fractions of
shares of Common Stock upon exercise. If any fractions of a share would, but for
this Section 4, be issuable upon any exercise,  in lieu of such fractional share
the Company shall round up or down to the nearest whole number.

5.  Limitation  on Sales.  Each holder of this  Warrant  acknowledges  that this
Warrant and the  Warrant  Shares,  as of the date of  original  issuance of this
Warrant,  have not been registered  under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (i) an effective  registration  statement  under the Act as to
this  Warrant or such Warrant  Shares or (ii) an opinion of counsel,  reasonably
acceptable  to  the  Company  and  its  counsel,   that  such  registration  and
qualification are not required.  The Warrant Shares issued upon exercise thereof
shall be imprinted with a legend in substantially the following form:

"THE ISSUANCE OF THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT
OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF SAID
ACT OR APPLICABLE  STATE  SECURITIES  LAWS,  SUPPORTED BY AN OPINION OF COUNSEL,
REASONABLY  SATISFACTORY TO THE COMPANY AND ITS COUNSEL,  THAT SUCH REGISTRATION
IS NOT REQUIRED."

                                       4
<PAGE>

6. Certain Dividends.  If the Company pays a dividend or makes a distribution on
the Common Stock ("Dividend"),  other than a stock dividend payable in shares of
Common Stock,  then the Company will pay or distribute to the Registered  Holder
of this Warrant,  upon the exercise  hereof,  in addition to the Warrant  Shares
purchased  upon such  exercise,  the Dividend which would have been paid to such
Registered  Holder if it had been the owner of  record  of such  Warrant  Shares
immediately  prior to the date on which a record is taken for such  Dividend or,
if no record is taken,  the date as of which the records holders of Common Stock
entitled to such Dividend are determined.

7. Notices of Record Date.  In case:  (i) the Company shall take a record of the
holders  of its  Common  Stock  (or  other  stock  or  securities  at  the  time
deliverable  upon the exercise of this  Warrant) for the purpose of entitling or
enabling them to receive any dividend or other  distribution,  or to receive any
right to  subscribe  for or  purchase  any  shares  of any  class  or any  other
securities, or to receive any other right, or (ii) of any capital reorganization
of the Company,  any  reclassification of the capital stock of the Company,  any
consolidation or merger of the Company with or into another  corporation  (other
than a consolidation or merger in which the Company is the surviving entity), or
any transfer of all or substantially all of the assets of the Company,  or (iii)
of the voluntary or  involuntary  dissolution,  liquidation or winding-up of the
Company,  then,  and in each such  case,  the  Company  will mail or cause to be
mailed to the Registered Holder of this Warrant a notice specifying, as the case
may be,  (i) the date on which a record is to be taken for the  purpose  of such
dividend,  distribution  or right,  and staling the amount and character of such
dividend,  distribution  or  right,  or (ii) the  effective  date on which  such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which  the  holders  of record of  Common  Stock (or such  other  stock or
securities at the time  deliverable  upon the exercise of this Warrant) shall be
entitled  to  exchange  their  shares of Common  Stock (or such  other  stock or
securities)   for   securities   or  other   property   deliverable   upon  such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation  or  winding-up.  Such notice shall be mailed at least ten (10) days
prior to the  record  date or  effective  date for the event  specified  in such
notice,  provided  that the  failure  to mail such  notice  shall not affect the
legality or validity of any such action.

8.  Registration  Agreement.  This  Warrant  is  entitled  to  the  benefits  of
registration  rights as set forth in Article 4 of the Stock  Purchase  Agreement
dated as of June 19, 2002 between  yourself and the Company.  The Company  shall
keep a copy of the Stock  Purchase  Agreement at its offices and shall furnish a
copy thereof to the holder upon written request.

9.  Reservation  of  Stock.  The  Company  will at all  times  reserve  and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such shares of Common Stock and other stock,  securities  and property,  as from
time to time shall be issuable  upon the  exercise of this  Warrant.  So long as
this Warrant remains outstanding,  the Company shall maintain the listing of the
shares of Common Stock to be issued upon  exercise on each  national  securities
exchange  on which  Common  Stock is listed on the  Nasdaq  Stock  Market if the
Common  Stock  is then  quoted  on the  Nasdaq  Stock  Market  or on the  Nasdaq
Over-The-Counter   service  if  the  Common   Stock  is  then   quoted  or  such
service/bulletin board.

                                       5
<PAGE>

10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
the Company of the loss,  theft,  destruction  or mutilation of this Warrant and
(in the case of loss,  theft  or  destruction)  upon  delivery  of an  indemnity
agreement  (with  surety  if  reasonably   required)  in  an  amount  reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

11. Transfers, etc.

     11.1 Warrant Register.  The Company will maintain a register containing the
names and addresses of the  Registered  Holders of this Warrant.  Any Registered
Holder may change its,  his or her  address as shown on the warrant  register by
written notice to the Company requesting such change.

     11.2 Registered Holder. Until any transfer of this Warrant is made in the
warrant register, the Company may treat the Registered Holder of this Warrant as
the absolute owner hereof for all purposes; provided, however, that if and when
this Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.

12. No Rights as  Stockholder.  Except  as set  forth in  Section  5,  until the
exercise of this Warrant,  the Registered  Holder of this Warrant shall not have
or exercise any rights by virtue hereof as a stockholder of the Company.

13.  Successors.  The rights and obligations of the parties to this Warrant will
inure to the benefit of and be binding upon the Company and any  transferees  of
Warrantholder.

14. Change or Waiver.  Any term of this Warrant may be changed or waived only by
an instrument in writing  signed by the party against which  enforcement  of the
change or waiver is sought.

15.  Headings.  The headings in this Warrant are for purposes of reference  only
and shall not limit or  otherwise  affect the meaning of any  provision  of this
Warrant.

16. Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of New York as such  laws are  applied  to  contracts
made and to be fully performed  entirely within that state between  residents of
that state.

17.  Jurisdiction and Venue. The Company (i) agrees that any legal suit,  action
or  proceeding  arising out of or relating to this Warrant  shall be  instituted
exclusively in New York State Supreme Court, County of New York or in the United
States  District  Court for the Eastern  District  of New York,  (ii) waives any
objection to the venue of any such suit,  action or proceeding  and the right to
assert  that  such  forum is not a  convenient  forum for such  suit,  action or
proceeding,  and (iii) irrevocably  consents to the jurisdiction of the New York
State Supreme Court,  County of Nassau, and the United States District Court for

                                       6
<PAGE>

the Eastern District of New York in any such suit, action or proceeding, and the
Company further agrees to accept and acknowledge  service or any and all process
which may be served in any such  suit,  action or  proceeding  in New York State
Supreme Court,  County of Nassau or in the United States  District Court for the
Eastern  District of New York and agrees that  service of process upon it mailed
by  certified  mail to its address  shall be deemed in every  respect  effective
service of process upon it in any suit, action or proceeding.

18.  Mailing of Notices,  etc. All notices and other  communications  under this
Warrant (except payment) shall be in writing and shall be sufficiently  given if
sent to the  Registered  Holder  or the  Company,  as the case  may be,  by hand
delivery,  private overnight  courier,  with  acknowledgment  of receipt,  or by
registered or certified mail, return receipt requested, as follows:


Registered Holder: To Registered Holder's address on page 1 of this Warrant:
 Attention:
                   ----------------------------
The Company:   To the Company's Principal Executive Offices Attention: President

or to such other  address as any of them,  by notice to the others may designate
from time to time.  Time shall be counted  to, or from,  as the case may be, the
date of delivery in person or by  overnight  courier or five (5)  business  days
after mailing.


                         NETWOLVES CORPORATION

                         By:_________________________________



Dated:   __________________

                                       7
<PAGE>

                                    EXHIBIT 1

                               NOTICE OF EXERCISE

                                              Date: __________________

TO:  NetWolves Corporation



     1. The undersigned  hereby elects to purchase  _______ shares of the Common
Stock of NetWolves  Corporation,  pursuant to terms of the attached Warrant, and
tenders  herewith  payment of  $_______  (at the rate of $__ per share of Common
Stock) in payment of the Exercise Price(s)  pursuant thereto,  together with all
applicable transfer taxes, if any.

     2. Please issue a certificate or certificates  representing  said shares of
the  Common  Stock in the name of the  undersigned  or in such  other name as is
specified below.


                                   -----------------------------------
                                   Signature of Registered Holder

                                   Print Name: _________________________

     Notice: The signature to this form must correspond with the name as written
upon the face of the within Warrant in every  particular  without  alteration or
enlargement or any change whatsoever.

                  INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:________________________________________________________________________
                             (Print in Block Letters

Address: ______________________________________________________________________


                                       8
<PAGE>


                                                                       EXHIBIT 2

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase ____________ shares of Common Stock of NetWolves Corporation
to which the within Warrant  relates and appoints  ________________  attorney to
transfer  said right on the books of  NetWolves  Corporation  with full power of
substitution in the premises.

Dated:

---------------, ----


                         ---------------------------------------
                         (Signature must conform in all respects to name
                         of holder as specified on the face of the Warrant)


                         ---------------------------------------
                         Address of Transferee

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

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



In the presence of:


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

                                       9