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                                                                    EXHIBIT 10.8




               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK




200,000 Shares



         FOR VALUE RECEIVED, GLOBALNET, INC. (THE "COMPANY"), A NEVADA
CORPORATION, HEREBY CERTIFIES THAT LADENBURG THALMANN & CO. INC., OR ITS
PERMITTED ASSIGNS ARE ENTITLED TO PURCHASE FROM THE COMPANY, AT ANY TIME OR FROM
TIME TO TIME COMMENCING MARCH 15, 2001 AND PRIOR TO 5:00 P.M., NEW YORK CITY
TIME THEN CURRENT, ON MARCH 15, 2006, FULLY PAID AND NON-ASSESSABLE SHARES OF
THE COMMON STOCK, NO PAR VALUE, OF THE COMPANY AT THE PURCHASE PRICE OF $1.00
PER SHARE. (HEREINAFTER, (i) SAID COMMON STOCK, TOGETHER WITH ANY OTHER EQUITY
SECURITIES WHICH MAY BE ISSUED BY THE COMPANY WITH RESPECT THERETO OR IN
SUBSTITUTION THEREFOR, IS REFERRED TO AS THE "COMMON STOCK," (ii) THE SHARES OF
THE COMMON STOCK PURCHASABLE HEREUNDER ARE REFERRED TO AS THE "WARRANT SHARES,"
(iii) THE AGGREGATE PURCHASE PRICE PAYABLE HEREUNDER FOR THE WARRANT SHARES IS
REFERRED TO AS THE "AGGREGATE WARRANT PRICE," (iv) THE PRICE PAYABLE HEREUNDER
FOR EACH OF THE SHARES OF THE WARRANT SHARES IS REFERRED TO AS THE "PER SHARE
WARRANT PRICE," AND (v) THIS WARRANT AND ALL WARRANTS HEREAFTER ISSUED IN
EXCHANGE OR SUBSTITUTION FOR THIS WARRANT ARE REFERRED TO AS THE "WARRANTS.")
THE AGGREGATE WARRANT PRICE IS NOT SUBJECT TO ADJUSTMENT. THE PER SHARE WARRANT
PRICE IS SUBJECT TO ADJUSTMENT AS HEREINAFTER PROVIDED; IN THE EVENT OF ANY SUCH
ADJUSTMENT, THE NUMBER OF WARRANT SHARES SHALL BE ADJUSTED BY DIVIDING THE
AGGREGATE WARRANT PRICE BY THE PER SHARE WARRANT PRICE IN EFFECT IMMEDIATELY
AFTER SUCH ADJUSTMENT.






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1.       Exercise of Warrant.



         (a) This Warrant may be exercised, in whole at any time or in part from
time to time, commencing June 15, 2001 (the "Commencement Date"), and prior to
5:00 p.m., New York City time then current, on March 15, 2006 (the "Expiration
Date"), by the holder of this Warrant (the "Holder") by the surrender of this
Warrant (with the subscription form at the end hereof duly executed) at the
address set forth in Subsection 10(a) hereof, together with proper payment of
the Aggregate Warrant Price, or the proportionate part thereof if this Warrant
is exercised in part. Payment for the Warrant Shares shall be made by certified
or official bank check, payable to the order of the Company. If this Warrant is
exercised in part, this Warrant must be exercised for a number of whole shares
of the Common Stock, and the Holder is entitled to receive a new


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Warrant covering the number of Warrant Shares in respect of which this Warrant
has not been exercised and setting forth the proportionate part of the Aggregate
Warrant Price applicable to such Warrant Shares. Upon such exercise and
surrender of this Warrant, the Company will (i) issue a certificate or
certificates in the name of the Holder for the number of whole shares of the
Common Stock to which the Holder shall be entitled and, if this Warrant is
exercised in whole, in lieu of any fractional share of the Common Stock to which
the Holder shall be entitled, pay cash equal to the fair value of such
fractional share (determined in such reasonable manner as the Board of Directors
of the Company shall determine), and (ii) deliver the other securities and
properties receivable upon the exercise of this Warrant, or the proportionate
part thereof if this Warrant is exercised in part, pursuant to the provisions of
this Warrant.







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         (b) In lieu of exercising this Warrant in the manner set forth in
paragraph 1(a) above, this Warrant may be exercised between the Commencement
Date and the Expiration Date by surrender of the Warrant without payment of any
other consideration, commission or remuneration, together with the cash less
exercise subscription form at the end hereof, duly executed. The number of
shares to be issued in exchange for the Warrant shall be the product of (x) the
excess of the market price of the Common Stock on the date of surrender of the
Warrant and the exercise subscription form over the Per Share Warrant Price and
(y) the number of shares subject to issuance upon exercise of the Warrant,
divided by the market price of the Common Stock on such date. Upon such exercise
and surrender of this Warrant, the Company will (i) issue a certificate or
certificates in the name of the Holder for the number of whole shares of the
Common Stock to which the Holder shall be entitled and, in lieu of any
fractional share of the Common Stock to which the Holder shall be entitled, pay
cash equal to the fair value of such fractional share (determined in such
reasonable manner as the Board of Directors of the Company shall determine), and
(ii) deliver the other securities and properties receivable upon the exercise of
this Warrant, pursuant to the provisions of this Warrant.







2.       Reservation of Warrant Shares.







         The Company agrees that, prior to the expiration of this Warrant, the
Company will at all times have authorized and in reserve, and will keep
available, solely for issuance or delivery upon the exercise of this Warrant,
such number of shares of the Common Stock and such amount of other securities
and properties as from time to time shall be deliverable to the Holder upon the
exercise of this Warrant, free and clear of all restrictions on sale or transfer
(except such as may be imposed under applicable federal and state securities
laws) and free and clear of all preemptive rights and all other rights to
purchase securities of the Company.







3.       Protection Against Dilution.







         (a) If, at any time or from time to time after the date of this
Warrant, the Company shall distribute to the holders of its outstanding Common
Stock, (i) securities, other than shares of Common Stock, or (ii) property,
other than cash dividends paid in conformity with past practice, without payment
therefor, with respect to Common Stock, then, and in each such case, the Holder,
upon the exercise of this Warrant, shall be entitled to receive the securities
and property which the Holder would have held on the date of such exercise if,
on the date of this Warrant, the Holder had been the holder of record of the
number of shares of the Common Stock subscribed for upon such exercise and,
during the period from the date of this Warrant to and including the date of
such exercise, had retained such shares and the securities and properties
receivable by the Holder during such period. Notice of each such distribution
shall be forthwith mailed to the Holder.







         (b) If, at any time or from time to time after the date of this
Warrant, the Company shall (i) pay a dividend or make a distribution on its
capital stock in shares of Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a


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greater number of shares, (iii) combine its outstanding shares of Common Stock
into a smaller number of shares or (iv) issue by reclassification of its Common
Stock any shares of capital stock of the Company, the Per Share Warrant Price in
effect immediately prior to such action shall be adjusted so that the Holder of
any Warrant thereafter exercised shall be entitled to receive the number of
shares of Common Stock or other capital stock of the Company which he would have
owned or been entitled to receive immediately following the happening of any of
the events described above had such Warrant been exercised immediately prior
thereto. An adjustment made pursuant to this sub-section (b) shall become
effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. If, as a result of
an adjustment made pursuant to this sub-section (b), the holder of any Warrant
thereafter surrendered for exercise shall become entitled to receive shares of
two or more classes of capital stock or shares of Common Stock and other capital
stock of the Company, the Board of Directors (whose determination shall be
conclusive and shall be described in a written notice to the Holder of any
Warrant promptly after such adjustment) shall determine the allocation of the
adjusted Per Share Warrant Price between or among shares of such classes or
capital stock or shares of Common Stock and other capital stock.







         (c) Except as provided in 3(e), in case the Company shall hereafter
issue or sell any shares of Common Stock for a consideration per share less than
the Per Share Warrant Price in effect immediately prior to such issuance or
sale, the Per Share Warrant Price shall be adjusted as of the date of such
issuance or sale so that the same shall equal the price determined by dividing
(i) the sum of (A) the number of shares of Common Stock outstanding immediately
prior to such issuance or sale multiplied by the Per Share Warrant Price plus
(B) the consideration received by the Company upon such issuance or sale by (ii)
the total number of shares of Common Stock outstanding after such issuance or
sale. For purposes of this section 3(c), issuance or sales of common stock shall
exclude (i) all existing options and warrants issued prior to the date hereof,
(ii) any option or warrant issued pursuant to a broad based plan of the Company
issued prior to the date hereof, (iii) shares issued pursuant to any private
placement initiated by the Company prior to March 1, 2001, and (iv) shares
issued pursuant to exercise of warrants issued in any secured debt financing
transaction.







         (d) Except as provided in 3(e), in case the Company shall hereafter
issue or sell any rights, options, warrants or securities convertible into
Common Stock entitling the holders thereof to purchase the Common Stock or to
convert such securities into Common Stock at a price per share (determined by
dividing (i) the total amount, if any, received or receivable by the Company in
consideration of the issuance or sale of such rights, options, warrants or
convertible securities plus the total consideration, if any, payable to the
Company upon exercise or conversion thereof (the "Total Consideration") by (ii)
the number of additional shares of Common Stock issuable upon exercise or
conversion of such securities) less than the then Per Share Warrant Price in
effect on the date of such issuance or sale, the Per Share Warrant Price shall
be adjusted as of the date of such issuance or sale so that the same shall equal
the price determined by dividing (i) the sum of (A) the number of shares of
Common Stock outstanding on the date of such issuance or sale multiplied by the
Per Share Warrant Price plus (B) the Total Consideration by (ii) the number of
shares of Common Stock outstanding on the date of such issuance or sale plus the
maximum number of additional shares of Common Stock issuable upon exercise or
conversion of such securities.







         (e) No adjustment in the Per Share Warrant Price shall be required in
the case of (i) the issuance of shares of Common Stock upon the exercise of
options which have been granted under the Company's Stock Option Plan as in
effect on the date hereof, or (ii) the issuance of shares pursuant to the
exercise of this Warrant, or (iii) shares of Common Stock issuable upon the
exercise or conversion of any rights, options, warrants or securities
convertible into Common Stock which are outstanding as of the date of this
Warrant or which the Company is contractually obligated to issue as of the date
of this Warrant.







         (f) In case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another entity
of the property of the Company as an entirety or substantially as an entirety,
or in the case of any statutory exchange of securities with another entity
(including any exchange effectuated in connection with a merger of any other
corporation with the Company), the Holder of this Warrant shall have the right
thereafter to convert such Warrant into the kind and amount of securities, cash
or


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other property which he would have owned or have been entitled to receive
immediately after such consolidation, merger, statutory exchange, sale or
conveyance had this Warrant been exercised immediately prior to the effective
date of such consolidation, merger, statutory exchange, sale or conveyance and
in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the end that
the provisions set forth in this Section 3 shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant. The above provisions of this sub-section 3(f) shall similarly
apply to successive consolidations, mergers, statutory exchanges, sales or
conveyances. Notice of any such consolidation, merger, statutory exchange, sale
or conveyance, and of said provisions so proposed to be made, shall be mailed to
the Holder not less than 20 days prior to such event. A sale of all or
substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.







         (g) No adjustment in the Per Share Warrant Price shall be required
unless such adjustment would require an increase or decrease of at least $0.05
per share of Common Stock; provided, however, that any adjustments which by
reason of this sub-section (g) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; and provided
further, however, that adjustments shall be required and made in accordance with
the provisions of this Section 3 (other than this sub-section (g)) not later
than such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock. 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. Anything in this Section 3 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Per Share Warrant Price, in addition to those required by this Section 3, as it
in its discretion shall deem to be advisable in order that any stock dividend,
subdivision of shares or distribution of rights to purchase stock or securities
convertible or exchangeable for stock hereafter made by the Company to its
shareholders shall not be taxable.






         (h) Whenever the Per Share Warrant Price is adjusted as provided in
this Section 3 and upon any modification of the rights of the Holder of this
Warrant in accordance with this Section 3, the Company shall, at its own
expense, within ten (10) days of such adjustment or modification, deliver to the
holder of this Warrant a certificate of the Principal Financial Officer of the
Company setting forth the Per Share Warrant Price and the number of Warrant
Shares after such adjustment or the effect of such modification, a brief
statement of the facts requiring such adjustment or modification and the manner
of computing the same. In addition, within thirty (30) days of the end of the
Company's fiscal year next following any such adjustment or modification, the
Company shall, at its own expense, deliver to the Holder of this Warrant a
certificate of a firm of independent public accountants of recognized standing
selected by the Board of Directors (who may be the regular auditors of the
Company) setting forth the same information as required by such Principal
Financial Officer Certificate.







         (i) If the Board of Directors of the Company shall declare any dividend
or other distribution in cash with respect to the Common Stock, other than out
of earned surplus, the Company shall mail notice thereof to the Holder not less
than 10 days prior to the record date fixed for determining shareholders
entitled to participate in such dividend or other distribution.






4.       Fully Paid Stock; Taxes.





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         The Company agrees that the shares of the Common Stock represented by
each and every certificate for Warrant Shares delivered on the exercise of this
Warrant in accordance with the terms hereof shall, at the time of such delivery,
be validly issued and outstanding, fully paid and non-assessable and not subject
to preemptive rights or other contractual rights to purchase securities of the
Company, and the Company will take all such actions as may be necessary to
assure that the par value or stated value, if any, per share of the Common Stock
is at all times equal to or less than the then Per Share Warrant Price. The
Company further covenants and agrees that it will pay, when due and payable, any
and all federal and state stamp, original issue or similar taxes which may be
payable in respect of the issue of any Warrant Share or certificate therefor.







5.       Registration Under Securities Act of 1933.



         (a) The Company agrees that if, at any one time during the period
commencing on May 28, 2001 and ending on May 28, 2006, the Holder and/or the
Holders of any other Warrants and/or Warrant Shares who or which shall hold not
less than 50% of the Warrants and/or Warrant Shares outstanding at such time and
not previously sold pursuant to this Section 5, request that the Company file a
registration statement under the Securities Act of 1933 (the "Act") covering all
or any of the Warrant Shares, the Company will (i) promptly notify the Holder
and all other registered holders, if any, of other Warrant and/or Warrant Shares
that such registration statement will be filed and that the Warrant Shares which
are then held, and/or which may be acquired upon the exercise of Warrants, by
the Holder and such holders will be included in such registration statement at
the Holder's and such Holders' request, (ii) cause such registration statement
to cover all Warrant Shares which it has been so requested to include, (iii) use
its best efforts to cause such registration statement to become effective as
soon as practicable and to remain effective and current and (iv) take all other
action necessary under any federal or state law or regulation of any
governmental authority to permit all Warrant Shares which it has been so
requested to include in such registration statement to be sold or otherwise
disposed of and will maintain such compliance with each such federal and state
law and regulation of any governmental authority for the period necessary for
the Holder and such Holders to effect the proposed sale or other disposition.



         (b) The Company agrees that if, at any time and, from time to time, the
Board of Directors of the Company shall authorize the filing of a registration
statement (any such registration statement being sometimes hereinafter called a
"Subsequent Registration Statement") under the Act (otherwise than pursuant to
Section 5(a) hereof) in connection with the proposed offer of any of its
securities by it or any of its shareholders, the Company will (i) promptly
notify the Holder and all other registered Holders, if any, of other Warrants
and/or Warrant Shares that such Subsequent Registration Statement will be filed
and that the Warrant Shares which are then held, and/or which may be acquired
upon the exercise of the Warrants, by the Holder and such Holders will be
included in such Subsequent Registration Statement at the Holder's and such
Holders' request, (ii) cause such Subsequent Registration Statement to cover all
Warrant Shares which it has been so requested to include, (iii) cause such
Subsequent Registration Statement to become effective as soon as practicable and
to remain effective and current and (iv) take all other action necessary under
any federal or state law or regulation of any governmental authority to permit
all Warrant Shares which it has been so requested to include in such Subsequent
Registration Statement to be sold or otherwise disposed of and will maintain
such compliance with each such federal and state law and regulation of any
governmental authority for the period necessary for the Holder and such Holders
to effect the proposed sale or other disposition.



         (c) Whenever the Company is required pursuant to the provisions of this
Section 5 to include Warrant Shares in a registration statement, the Company
shall (i) furnish each Holder of any such Warrant Shares and each underwriter of
such Warrant Shares with such copies of the prospectus, including the
preliminary prospectus, conforming to the Act (and such other documents as each
such Holder or each such underwriter may reasonably request) in order to
facilitate the sale or distribution of


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the Warrant Shares, (ii) use its best efforts to register or qualify such
Warrant Shares under the blue sky laws (to the extent applicable) of such
jurisdiction or jurisdictions as the Holders of any such Warrant Shares and each
underwriter of Warrant Shares being sold by such Holders shall reasonably
request, and (iii) take such other actions as may be reasonably necessary or
advisable to enable such Holders and such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in which such Holders shall
have reasonably requested that the Warrant Shares be sold.






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         (d) THE COMPANY SHALL PAY ALL EXPENSES INCURRED IN CONNECTION WITH ANY
REGISTRATION OR OTHER ACTION PURSUANT TO THE PROVISIONS OF THIS SECTION,
INCLUDING THE ATTORNEYS' FEES AND EXPENSES OF THE HOLDER(S) OF THE WARRANT
SHARES COVERED BY SUCH REGISTRATION INCURRED IN CONNECTION WITH SUCH
REGISTRATION OR OTHER ACTION, OTHER THAN UNDERWRITING DISCOUNTS AND APPLICABLE
TRANSFER TAXES RELATING TO THE WARRANT SHARES. HOWEVER, IN THE EVENT THAT ONLY
THE HOLDER(S) EXERCISES A DEMAND REGISTRATION RIGHT PURSUANT TO SECTION 5(a)
THAT CAN BE MET BY THE COMPANY FILING A FORM S-1 REGISTRATION STATEMENT, THE
HOLDER(S) AGREE TO COVER ONE HALF OF THE COSTS TO THE COMPANY OF FILING SUCH
REGISTRATION STATEMENT UP TO A MAXIMUM COST TO THE HOLDER(S) OF $10,000.






         (e) The market price of Common Stock shall mean the price of a share of
Common Stock on the relevant date, determined on the basis of the last reported
sale price of the Common Stock as reported on the NASDAQ System ("NASDAQ"), or,
if there is no such reported sale on the day in question, on the basis of the
average of the closing bid and asked quotations as so reported, or, if the
Common Stock is not listed on NASDAQ, the last reported sale price of the Common
Stock on such other national securities exchange upon which the Common Stock is
listed, or, if the Common Stock is not listed on any national securities
exchange, on the basis of the average of the closing bid and asked quotations on
the day in question in the over-the-counter market as reported by the National
Association of Securities Dealers' Automated Quotations System, or, if not so
quoted, as reported by National Quotation Bureau, Incorporated or a similar
organization.



6.       Indemnification.



         (a) The Company agrees to indemnify and hold harmless each selling
holder of Warrant Shares and each person who controls any such selling holder
within the meaning


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of Section 15 of the Act, and each and all of them, from and against any and all
losses, claims, damages, liabilities or actions, joint or several, to which any
selling holder of Warrant Shares or they or any of them may become subject under
the Act or otherwise and to reimburse the persons indemnified as above for any
legal or other expenses (including the cost of any investigation and
preparation) incurred by them in connection with any litigation or threatened
litigation, whether or not resulting in any liability, but only insofar as such
losses, claims, damages, liabilities or actions arise out of, or are based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any registration statement pursuant to which Warrant Shares were
registered under the Act (hereinafter called a "Registration Statement"), any
preliminary prospectus, the final prospectus or any amendment or supplement
thereto (or in any application or document filed in connection therewith) or
document executed by the Company based upon written information furnished by or
on behalf of the Company filed in any jurisdiction in order to register or
qualify the Warrant Shares under the securities laws thereof or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (ii) the employment by the
Company of any device, scheme or artifice to defraud, or the engaging by the
Company in any act, practice or course of business which operates or would
operate as a fraud or deceit, or any conspiracy with respect thereto, in which
the Company shall participate, in connection with the issuance and sale of any
of the of the Warrant Shares; provided, however, that (i) the indemnity
agreement contained in this sub-section (a) shall not extend to any selling
holder of Warrant Shares in respect if any such losses, claims, damages,
liabilities or actions arising out of, or based upon, any such untrue statement
or alleged untrue statement, or any such omission or alleged omission, if such
statement or omission was based upon and made in conformity with information
furnished in writing to the Company by a selling holder of Warrant Shares
specifically for use in connection with the preparation of such Registration
Statement, any final prospectus, any preliminary prospectus or any such
amendment or supplement thereto. The Company agrees to pay any legal and other
expenses for which it is liable under this sub-section (a) from time to time
(but not more frequently than monthly) within 30 days after its receipt of a
bill therefor.





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         (b) Each selling holder of Warrant Shares, severally and not jointly,
will indemnify and hold harmless the Company, its directors, its officers who
shall have signed the Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the Act to the same
extent as the foregoing indemnity from the Company, but in each case to the
extent, and only to the extent, that any statement in or omission from or
alleged omission from such Registration Statement, any final prospectus, any
preliminary prospectus or any amendment or supplement thereto was made in
reliance upon information furnished in writing to the Company by such selling
holder specifically for use in connection with the preparation of the
Registration Statement, any final prospectus or the preliminary prospectus or
any such amendment or supplement thereto; provided, however, that the obligation
of any holder of Warrant Shares to indemnify the Company under the provisions of
this sub-section (b) shall be limited to the product of the number of Warrant
Shares being sold by the selling holder and the market price of the Common Stock
on the date of the sale to the public of these Warrant Shares. Each selling
holder of Warrant Shares agrees to pay any legal and other expenses for which it
is liable under this sub-section (b) from time to time (but not more frequently
than monthly) within 30 days after receipt of a bill therefor.






         (c) If any action is brought against a person entitled to
indemnification pursuant to the foregoing Sections 6 (a) or (b) (an "indemnified
party") in respect of which indemnity may be sought against a person granting
indemnification (an "indemnifying party") pursuant to such Sections, such
indemnified party shall promptly notify such indemnifying party in writing of
the commencement thereof; but the omission so to notify the indemnifying party
of any such action shall not release the indemnifying party from any liability
it may have to such indemnified party otherwise than on account of the indemnity
agreement contained in sub-sections (a) or (b) of this Section 6. In case any
such action is brought against an indemnified party and it notifies an
indemnifying party of the commencement thereof, the indemnifying party against
which a claim is to be made will be entitled to participate therein at its own
expense and, to the extent that it may wish, to assume at its own expense the
defense thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, that (i) if the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded based upon advice of counsel that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party shall have the right to select separate counsel to assume such legal
defenses and otherwise to participate in the defense of such action on behalf of
such indemnified party or parties, and (ii) in any event, the indemnified party
shall be entitled to have counsel chosen by such indemnified party participate
in, but not conduct, the defense at the expense of the indemnifying party. Upon
receipt of notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed such counsel in connection with the
assumption of legal defenses in accordance with proviso (i) to the next
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel), (ii)
the indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action, or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. An indemnifying party shall not be liable for
any settlement of any action or proceeding effected without its written consent.






         (d) In order to provide for just an equitable contribution in
circumstances in which the indemnity agreement provided for in sub-section (a)
of this Section 6 is unavailable to a selling holder of Warrant Shares in
accordance with its terms, the Company and the selling holder of Warrant Shares
shall contribute to the aggregate losses, claims, damages and liabilities, of
the nature contemplated by said indemnity agreement, incurred by the Company and
the selling holder of Warrant Shares, in such proportions as is appropriate to
reflect the relative benefits received by the Company and the selling



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holder of Warrant Shares from any offering of the Warrant Shares; provided,
however, that if such allocation is not permitted by applicable law or if the
indemnified party failed to give the notice required under sub-section (c) of
this Section 6, then the relative fault of the Company and the selling holder of
Warrant Shares in connection with the statements or omissions which resulted in
such losses, claims, damages and liabilities and other relevant equitable
considerations will be considered together with such relative benefits.



         (e) The respective indemnity and contribution agreements by the Company
and the selling holder of Warrant Shares in sub-sections (a), (b), (c) and (d)
of this Section 6 shall remain operative and in full force and effect regardless
of (i) any investigation made by any selling holder of Warrant Shares or by or
on behalf of any person who controls such selling holder or by the Company or
any controlling person of the Company or any director or any officer of the
company, (ii) payment for any of the Warrant Shares, or (iii) any termination of
this Agreement, and shall survive the delivery of the Warrant Shares, and any
successor of the Company, or of any selling holder of Warrant Shares, or of any
person who controls the Company or of any selling holder of Warrant Shares, as
the case may be, shall be entitled to the benefit of such respective indemnity
and contribution agreements. The respective indemnity and contribution
agreements by the Company and the selling holder of Warrant Shares contained in
sub-sections (a), (b), (c) and (d) of this Section 6 shall be in addition to any
liability which the Company and the selling holder of Warrant Shares may
otherwise have.



7.       Limited Transferability.



         (a) This Warrant is not transferable or assignable by the Holder except
(i) to Ladenburg Thalmann & Co. Inc., any successor firm or corporation of
Ladenburg Thalmann & Co. Inc., (ii) to any of the officers or employees of
Ladenburg Thalmann & Co. Inc. or of any such successor firm, or (iii) in the
case of an individual, pursuant to such individual's last will and testament or
the laws of descent and distribution and is so transferable only upon the books
of the Company which it shall cause to be maintained for the purpose. The
Company may treat the registered holder of this Warrant as he or it appears on
the Company's books at any time as the Holder for all purposes. The Company
shall permit any holder of a Warrant or his duly authorized attorney, upon
written request during ordinary business hours, to inspect and copy or make
extracts from its books showing the registered holders of Warrants. All Warrants
will be dated the same date as this Warrant.



         (b) By acceptance hereof, the Holder represents and warrants that this
Warrant is being acquired, and all Warrant Shares to be purchased upon the
exercise of this Warrant will be acquired, by the Holder solely for the account
of such Holder and not with a view to the fractionalization and distribution
thereof and will not be sold or transferred except in accordance with the
applicable provisions of the Act and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, and the Holder agrees that
neither this Warrant nor any of the Warrant Shares may be sold or transferred
except under cover of a Registration Statement under the Act which is effective
and current with respect to such Warrant Shares or pursuant to an opinion, in
form and substance reasonably acceptable to the Company's counsel, that
registration under the Act is not required in connection with such sale or
transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear the
following legend:



         "The Securities represented by this certificate have not been
         registered under the Securities Act of 1933 and are restricted
         securities within the meaning thereof. Such securities may not be sold
         or transferred except pursuant to a Registration Statement under such
         Act which is effective and current with respect to such securities or
         pursuant to an opinion of counsel reasonably satisfactory to the issuer
         of such securities that such sale or transfer is exempt from the
         registration requirements of such Act."



8.       Loss, etc., of Warrant.



         Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder a new Warrant of like date, tenor and denomination.



9.       Warrant Holder Not Shareholders.


                                       13
<PAGE>   13

         Except as otherwise provided herein, this Warrant does not confer upon
the Holder any right to vote or to consent to or receive notice as a shareholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.



10.      Communication.



         No notice or other communication under this Warrant shall be effective
unless, but any notice or other communication shall be effective and shall be
deemed to have been given if, the same is in writing and is mailed by
first-class mail, postage prepaid, addressed to:



                  (a) the Company at 1919 South Highland Avenue, Lombard,
Illinois 60148 or such other address as the Company has designated in writing to
the Holder; or



                  (b) the Holder at 590 Madison Avenue, 34th floor, New York,
New York 10022 or such other address as the Holder has designated in writing to
the Company.



11.      Headings.






         The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction hereof.






12.      Applicable Law.





                                       14

<PAGE>   14





         This Warrant shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the principles of
conflicts of law thereof.



IN WITNESS WHEREOF, GlobalNet, Inc. has caused this Warrant to be signed by its
Chairman of the Board and its corporate seal to be hereunto affixed and attested
by its Secretary this __ day of March, 2001.






ATTEST:



By:  _______________________________          By:   ____________________________
              Secretary                                Chairman of the Board


                                       15
<PAGE>   15

[Corporate Seal]


                                       16
<PAGE>   16

                                  SUBSCRIPTION



         The undersigned, ___________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase _____________
shares of the Common Stock of ______________ covered by said Warrant, and makes
payment therefor in full at the price per share provided by said Warrant.



Dated:                                    Signature:



                                          Address:


                                       17

<PAGE>   17

                 SUBSCRIPTION FOR CASHLESS WARRANT SUBSCRIPTION



         The undersigned, _____________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe to that number of shares of the
Common Stock as are issuable in accordance with the formula set forth in
paragraph 1(b) of the Warrant, and makes payment therefor in full by surrender
and delivery of this Warrant.



Dated:                                 Signature:



                                       Address:


                                       18
<PAGE>   18

                                   ASSIGNMENT



         FOR VALUE RECEIVED, _____________ hereby sells, assigns and transfers
unto ______________________ the foregoing Warrant and all rights evidenced
thereby, and does irrevocably constitute and appoint _____________, attorney, to
transfer said Warrant on the books of _______________.



Dated:                                                        Signature:



                                                              Address:


                                       19
<PAGE>   19

                               PARTIAL ASSIGNMENT



         FOR VALUE RECEIVED, _____________ HEREBY ASSIGNS AND TRANSFERS UNTO
___________ THE RIGHT TO PURCHASE ____________ SHARES OF THE COMMON STOCK OF
____________ BY THE FOREGOING WARRANT, AND A PROPORTIONATE PART OF SAID WARRANT
AND THE RIGHTS EVIDENCED HEREBY, AND DOES IRREVOCABLY CONSTITUTE AND APPOINT
_____________, ATTORNEY, TO TRANSFER THAT PART OF SAID WARRANT ON THE BOOKS OF
______________.



Dated:                                  Signature:



                                        Address:


                                       20