THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED,  AND HAVE BEEN ACQUIRED FOR  INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION  THEREOF. NO
SUCH SALE OR  DISTRIBUTION  MAY BE EFFECTED  WITHOUT AN  EFFECTIVE  REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.
--------------------------------------------------------------------------------

Warrant No. WE-___                        Date of Issuance:  September 29, 2003
                                                             ------------------

                           DWANGO NORTH AMERICA CORP.

                          COMMON STOCK PURCHASE WARRANT

         Dwango North America Corp., a Nevada  corporation (the "Company"),  for
value received, hereby certifies that _______________, or his registered assigns
(the "Registered Holder"), is entitled, subject to the terms set forth below, to
purchase  from the  Company,  at any time after the date hereof and on or before
the Expiration Date (as defined in Section 6 below) shares of common stock,  par
value $.001 per share, of the Company  ("Common  Stock") at an exercise price of
$1.20 per share. The shares  purchasable upon exercise of this Warrant,  and the
purchase  price  per  share,  as  adjusted  from  time to time  pursuant  to the
provisions of this Warrant,  are hereinafter  referred to as the "Warrant Stock"
and the "Purchase Price," respectively.

         1. NUMBER OF SHARES.  Subject to the terms and  conditions  hereinafter
set forth, the Holder is entitled,  upon surrender of this Warrant,  to purchase
from the Company  _______ shares  (subject to adjustment as provided  herein) of
Warrant Stock.

         2. EXERCISE.

                  (a) MANNER OF  EXERCISE.  This Warrant may be exercised by the
Registered  Holder  at any  time,  in  whole or in part,  by  surrendering  this
Warrant,  with the  purchase/exercise  form  appended  hereto as  Exhibit A 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 of the  Purchase  Price  payable  in  respect of the number of shares of
Warrant Stock  purchased upon such  exercise.  The Purchase Price may be paid by
cash,  check,  wire transfer,  or by the surrender of promissory  notes or other
instruments,  in due date order, representing indebtedness of the Company to the
Registered Holder.

                  (b) EFFECTIVE TIME 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 as
provided  in Section  2(a) above.  At such time,  the person or persons in whose
name or names any  certificates  for Warrant  Stock shall be issuable  upon such
exercise as  provided  in Section  2(d) below shall be deemed to have become the
holder  or  holders  of  record  of  the  Warrant  Stock   represented  by  such
certificates.

                  (c)      NET ISSUE EXERCISE.

                           (i) In lieu of exercising  this Warrant in the manner
provided above in Section
2(a),  the  Registered  Holder may elect to receive 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  on the  purchase/exercise  form  appended  hereto  as  Exhibit  A duly
executed by such Registered  Holder or such Registered  Holder's duly authorized
attorney,  in which  event the  Company  shall  issue to such Holder a number of
shares of Warrant Stock computed using the following formula:


<PAGE>

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

Where     X = The number of shares of Warrant Stock to be issued to the
              Registered Holder.

          Y = The number of shares of Warrant  Stock  purchasable
              under this Warrant (at the date of such calculation).

          A = The fair market value of one share of Warrant  Stock (at the
              date of such calculation).

          B = The Purchase Price (as adjusted to the date  of such calculation).

                  (ii) For purposes of this Section 2(c),  the fair market value
of Warrant  Stock on the date of  calculation  shall  mean with  respect to each
share of Warrant Stock:

                  (A) if the exercise is in  connection  with an initial  public
offering  of the  Company's  Common  Stock,  and if the  Company's  Registration
Statement  relating to such public  offering has been declared  effective by the
Securities and Exchange  Commission,  then the fair market value per share shall
be the initial "Price to Public"  specified in the final prospectus with respect
to the offering of one share of Common Stock.

                  (B) if this Warrant is exercised  after, and not in connection
with, the Company's  initial public offering,  and if the Company's Common Stock
is traded on a securities exchange or The Nasdaq Stock Market or actively traded
over-the-counter:

                           (1) if the  Company's  Common  Stock is  traded  on a
securities  exchange or The Nasdaq Stock Market,  the fair market value shall be
deemed to be the  average of the  closing  prices  over a thirty (30) day period
ending three days before date of calculation; or

                           (2) if the Company's  Common Stock is actively traded
over-the-counter, the fair market value shall be deemed to be the average of the
closing bid or sales price  (whichever is  applicable)  over the thirty (30) day
period ending three days before the date of calculation; or

                                      -2-

<PAGE>

                  (C) if  neither  (A) nor (B) is  applicable,  the fair  market
value of Warrant Stock shall be at the highest price per share which the Company
could  obtain on the date of  calculation  from a willing  buyer  (not a current
employee or  director)  for shares of Warrant  Stock sold by the  Company,  from
authorized  but unissued  shares,  as  determined  in good faith by the Board of
Directors,  unless the  Company is at such time  subject  to an  acquisition  as
described in Section 6(b) below,  in which case the fair market value of Warrant
Stock  shall be deemed to be the value  received  by the  holders  of such stock
pursuant to such acquisition.

         (d) DELIVERY TO HOLDER.  As soon as  practicable  after the exercise of
this  Warrant  in  whole or in  part,  and in any  event  within  ten (10)  days
thereafter,  the Company at its expense  will cause to be issued in the name of,
and delivered to, the Registered Holder, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct:

                  (i) a certificate or certificates  for the number of shares of
Warrant Stock to which such Registered Holder shall be entitled, and

                  (ii) in case such  exercise is in part only,  a new warrant or
warrants (dated the date hereof) of like tenor,  calling in the aggregate on the
face or faces  thereof  for the number of shares of Warrant  Stock  equal to the
number of such shares  called for on the face of this  Warrant  (without  giving
effect to any adjustment  therein) minus the number of such shares  purchased by
the Registered Holder upon such exercise  (including any shares constituting the
exercise price for such purchase and without giving effect to any adjustments in
such numbers  occurring  prior to such  purchase) as provided in Section 2(a) or
2(c) above.

         3.       ADJUSTMENTS.

                  (a) STOCK SPLITS AND DIVIDENDS.  If outstanding  shares of the
Company's  Common Stock shall be subdivided into a greater number of shares or a
dividend in Common Stock shall be paid in respect of Common Stock,  the Purchase
Price in effect  immediately  prior to such subdivision or at the record date of
such dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be  proportionately  reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares,  the  Purchase  Price in effect  immediately  prior to such  combination
shall,   simultaneously   with  the  effectiveness  of  such   combination,   be
proportionately  increased.  When any  adjustment  is required to be made in the
Purchase  Price,  the number of shares of  Warrant  Stock  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 Purchase Price
in effect  immediately  prior to such adjustment,  by (ii) the Purchase Price in
effect immediately after such adjustment.

                  (b)   RECLASSIFICATION,   ETC.   In  case  there   occurs  any
reclassification  or change of the  outstanding  securities of the Company or of
any  reorganization  of the  Company  (or any  other  corporation  the  stock or
securities  of  which  are at the time  receivable  upon  the  exercise  of this
Warrant) or any similar  corporate  reorganization  on or after the date hereof,
then and in each such case the Registered  Holder,  upon the exercise  hereof at
any  time  after  the  consummation  of  such   reclassification,   change,   or

                                      -3-

<PAGE>

reorganization  shall be  entitled  to  receive,  in lieu of the  stock or other
securities  and  property  receivable  upon the  exercise  hereof  prior to such
consummation,  the stock or other  securities  or  property to which such Holder
would have been  entitled  upon such  consummation  if such Holder had exercised
this  Warrant  immediately  prior  thereto,  all  subject to further  adjustment
pursuant to the provisions of this Section 3.

                  (c) ADJUSTMENT CERTIFICATE. When any adjustment is required to
be made in the Warrant Stock or the Purchase  Price  pursuant to this Section 3,
the Company shall promptly mail to the Registered  Holder a certificate  setting
forth (i) a brief  statement of the facts  requiring such  adjustment,  (ii) the
Purchase  Price after such  adjustment and (iii) the kind and amount of stock or
other securities or property into which this Warrant shall be exercisable  after
such adjustment.

         4.       TRANSFERS.

                  (a)  UNREGISTERED  SECURITY.   Each  holder  of  this  Warrant
acknowledges  that this Warrant and the Warrant  Stock have not been  registered
under the Securities Act of 1933, as amended (the "Securities  Act"), and agrees
not to sell, pledge,  distribute,  offer for sale, transfer or otherwise dispose
of this Warrant or any Warrant  Stock issued upon its exercise in the absence of
(i) an effective registration statement under the Act as to this Warrant or such
Warrant Stock and  registration or qualification of this Warrant or such Warrant
Stock under any applicable U.S.  federal or state securities law then in effect,
or  (ii)  an  opinion  of  counsel,  satisfactory  to  the  Company,  that  such
registration  and  qualification  are not  required and an affidavit of transfer
executed  by  the  transferee  bearing   appropriate   representations  by  such
transferee  under federal and state  securities  laws. Each certificate or other
instrument for Warrant Stock issued upon the exercise of this Warrant shall bear
a legend substantially to the foregoing effect.

                  (b) TRANSFERABILITY. Subject to the provisions of Section 4(a)
hereof,  this Warrant and all rights hereunder are transferable,  in whole or in
part, upon surrender of the Warrant with a properly executed  assignment (in the
form of  Exhibit B hereto) at the  principal  office of the  Company;  provided,
however,  that this Warrant may not be transferred in part unless the transferee
acquires  the right to  purchase  either (i) at least  10,000  shares of Warrant
Stock (as  adjusted  pursuant to Section 3) or (ii) all of the shares of Warrant
Stock exercisable hereunder.

                  (c) WARRANT  REGISTER.  The Company  will  maintain a register
containing  the names and addresses of the  Registered  Holders of this Warrant.
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 this Warrant is properly assigned in
blank, the Company may (but shall not be required to) treat the bearer hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.  Any Registered Holder may change such Registered  Holder's address as
shown on the warrant  register by written notice to the Company  requesting such
change.

         5. NO IMPAIRMENT.  The Company will not, by amendment of its charter or
through reorganization,  consolidation,  merger, dissolution,  sale of assets or

                                      -4-

<PAGE>

any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this  Warrant,  but will (subject to Section 14 below) at
all times in good faith  assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Warrant against impairment.

         6. TERMINATION. This Warrant (and the right to purchase securities upon
exercise  hereof)  shall  terminate  upon the earliest to occur of the following
(the  "Expiration  Date"):  (a) April 26,  2007,  (b) the  sale,  conveyance  or
disposal of all or  substantially  all of the Company's  property or business or
the Company's merger into or  consolidation  with any other  corporation  (other
than a  wholly-owned  subsidiary  of the  Company) or any other  transaction  or
series of related  transactions  in which more than fifty  percent  (50%) of the
voting  power of the Company is disposed  of,  provided  that this  Section 6(b)
shall not apply to a merger effected exclusively for the purpose of changing the
domicile of the Company,  or (c) the closing of the initial  public  offering of
the  Company's  Common  Stock  pursuant to a  registration  statement  under the
Securities Act.

         7. NOTICES OF CERTAIN TRANSACTIONS. In case:

                  (a) 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 stock of any class or any other securities,  or to
receive any other right, to subscribe for or purchase any shares of stock of any
class or any other securities, or to receive any other right, or

                  (b)  of  any  capital   reorganization  of  the  Company,  any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger 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

                  (c) of the voluntary or involuntary  dissolution,  liquidation
or winding-up of the Company, or

                  (d) of any redemption of the Common Stock of the Company,

then,  and in each such case, the Company will mail or fax or cause to be mailed
or faxed 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 stating 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,  winding-up or redemption 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  such   reorganization,
reclassification,  consolidation,  merger, transfer,  dissolution,  liquidation,
winding-up, redemption or conversion) are to be determined. Such notice shall be

                                      -5-

<PAGE>

mailed or faxed at least ten (10) days  prior to the  record  date or  effective
date for the event specified in such notice.

         8. RESERVATION OF STOCK. The Company will at all times reserve and keep
available,  solely for the  issuance  and  delivery  upon the  exercise  of this
Warrant, such shares of Warrant Stock and other stock,  securities and property,
as from time to time shall be issuable upon the exercise of this Warrant.

         9. EXCHANGE OF WARRANTS. Upon the surrender by the Registered Holder of
any Warrant or  Warrants,  properly  endorsed,  to the Company at the  principal
office of the Company,  the Company will, subject to the provisions of Section 4
hereof,  issue and deliver to or upon the order of such Holder, at the Company's
expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered  Holder (upon payment by such Registered  Holder of
any applicable transfer taxes) may direct,  calling in the aggregate on the face
or faces thereof for the number of shares of Common Stock called for on the face
or faces of the Warrant or Warrants so surrendered.

         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. MAILING OF NOTICES.  Any notice  required or permitted  pursuant to
this Warrant  shall be in writing and shall be deemed  sufficient  upon receipt,
when  delivered  personally or sent by courier,  overnight  delivery  service or
confirmed  facsimile,  or  forty-eight  (48) hours after being  deposited in the
regular mail, as certified or registered mail, with postage  prepaid,  addressed
(a) if to the Registered  Holder,  to the address of the Registered  Holder most
recently  furnished in writing to the Company and (b) if to the Company,  to the
address  set forth  below or  subsequently  modified  by  written  notice to the
Registered Holder.

         12. NO RIGHTS AS STOCKHOLDER.  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. NO FRACTIONAL  SHARES. No fractional shares of Common Stock will be
issued in  connection  with any exercise  hereunder.  In lieu of any  fractional
shares which would  otherwise be issuable,  the Company  shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common  Stock  on the  date of  exercise,  as  determined  in good  faith by the
Company's Board of Directors.

         14.  AMENDMENT  OR WAIVER.  Any term of this  Warrant may be amended or
waived  only by an  instrument  in  writing  signed by the party  against  which
enforcement of the amendment or waiver is sought.

                                      -6-

<PAGE>

         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,  construed  and
interpreted  in  accordance  with the laws of the State of  Washington,  without
giving effect to principles of conflicts of law.

                                  COMPANY:

                                  DWANGO NORTH AMERICA CORP.

                                  By:__________________________________________

                                  Name:________________________________________
                                                               (print)
                                  Title:_______________________________________

                                  Address:  5847 San Felipe Street
                                  Houston, Texas 77057


ACCEPTED AND AGREED:


[HOLDER]

By:
         -----------------------------------

Name:
      ------------------------------
                    (print)
Title:
         -----------------------------------

Address:


                                      -7-

<PAGE>


                                    EXHIBIT A

                             PURCHASE/EXERCISE FORM


To:      Dwango North America Corp.                          Dated:

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant No. WE-__,  hereby  irrevocably elects to (a) purchase _______ shares of
the  Common  Stock  covered  by such  Warrant  and  herewith  makes  payment  of
$_________,  representing  the full purchase  price for such shares at the price
per share provided for in such Warrant, or (b) exercise such Warrant for _______
shares of Common Stock  purchasable  under the Warrant pursuant to the Net Issue
Exercise provisions of Section 2(c) of such Warrant.


                                          Signature:
                                                    ----------------------------

                                          Name (print):
                                                       -------------------------

                                          Title (if applic.)
                                                            --------------------

                                          Company (if applic.):
                                                               -----------------






<PAGE>



                                    EXHIBIT B

                                 ASSIGNMENT FORM

         FOR VALUE  RECEIVED,  _________________________________________  hereby
sells,  assigns and  transfers  all of the rights of the  undersigned  under the
attached  Warrant with  respect to the number of shares of Common Stock  covered
thereby set forth below, unto:

      NAME OF ASSIGNEE       ADDRESS/FACSIMILE NUMBER            NO. OF SHARES
      ----------------       ------------------------            -------------






                                       REGISTERED HOLDER

Dated:_________________                Signature:
                                                 -------------------------------

                                       Name (print):
                                                    ----------------------------

                                       Title (if applic.)
                                                         -----------------------

                                       Company (if applic.):
                                                            --------------------


         The undersigned  acknowledges  that it has reviewed the restrictions on
transfer  set  forth  in  Section  4  hereof  and  agrees  to be  bound  by such
provisions.

                                    ASSIGNEE:



Dated:_________________                     Signature:
                                                      --------------------------


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

                                            Witness:
                                                    ----------------------------