THE SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  AND THE SHARES  ISSUABLE UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THE SECURITIES AND THE SHARES  ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
ACQUIRED FOR  INVESTMENT  AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR THE SHARES ISSUABLE
UPON  EXERCISE  HEREOF,  AS  APPLICABLE,  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED,  OR AN OPINION OF COUNSEL TO THE CORPORATION THAT SUCH  REGISTRATION IS
NOT REQUIRED.

                           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,  ___________  (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 any time or from time to time  after the date
hereof and up to and including  5:00 P.M. on September  15, 2006,  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").  The  exercise  price (the  "Exercise  Price") per
Warrant Share  purchasable  hereunder shall equal $1.20 per share (or such price
as adjusted  pursuant to Section 5). This Warrant may be redeemed by the Company
for $.01 per underlying  Warrant Share, upon 30 days prior written notice to the
Holder,  in the event that the Common  Stock is publicly  traded and the closing
sales price (or closing bid price) of the Common Stock on its principal  trading
market is at least  twice the then  current  Exercise  Price for a period of ten
consecutive  trading days ending  within 20 days prior to the date of the notice
of  redemption.  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.

                  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. 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>

                  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.

                  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



                                       2
<PAGE>

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) In the event that the Company issues Common Stock
or securities  convertible  into or exercisable  for shares of Common Stock at a
per share price (the "Per Share  Price") of less than the then current  Exercise
Price,  the  Exercise  Price shall be  immediately  reset to equal the Per Share
Price;  provided,  however,  that the  following  issuances  shall not cause the
Exercise  Price to be reset:  (i) the issuance of Common Stock upon the exercise
of  options  outstanding  as of the date  hereof,  and (ii) up to an  additional
100,000 shares per annum (as  proportionately  adjusted for the events described
in Section 5(a) of this Warrant).

                           (c) 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
upon the exercise of this Warrant and the Exercise  Price 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.

                           (d)  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


                                       3
<PAGE>

(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) 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

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

                           (d)  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 or,
(iii) 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


                                       4
<PAGE>

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 in a  Registration  Rights  Agreement  assumed  in  connection  with  the
issuance of this Warrant.

                  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.

                  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, Attention: Robert
E. Huntley, Chief Executive Officer; Fax: 713-914-9688,  with a copy to Moomjian
& Waite, LLP, 500 North Broadway,  Jericho, New York 11753,  Attention:  Gary T.
Moomjian;  Fax:  516-  937-5050  and to the Holder at the  address or  facsimile
number 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.


                                       5
<PAGE>

                  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.

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


Dated:


                                          DWANGO NORTH AMERICA CORP.


                                          By:  ________________________________
                                          Name:
                                          Title:









                          [Signature Page for Warrant]


                                       6
<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.


                                       7

<PAGE>



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


                              ELECTION TO EXERCISE

The undersigned hereby elects to purchase   /1/ shares of Common Stock of Dwango
North  America Corp.  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.


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.

                                       8