EXHIBIT 4.3

ANNEX VI
TO
SECURITIES PURCHASE AGREEMENT
<PROTOTYPE FOR EACH ISSUANCE>

FORM OF WARRANT

THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT  BE
TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER  SAID
ACT, A "NO ACTION" LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION  WITH
RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE  144 OF
THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL  SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT  FROM SUCH
REGISTRATION.

        AMERICAN CHAMPION ENTERTAINMENT, INC.

COMMON STOCK PURCHASE WARRANT

1.      Issuance; Certain Definitions.

In consideration of good and valuable consideration, the  receipt of which is
hereby acknowledged by AMERICAN CHAMPION  ENTERTAINMENT, INC. a Delaware
corporation (the "Company"),                                         or
registered assigns (the "Holder") is hereby  granted the right to purchase at
any time until 5:00 P.M., New York City  time, on January 31, 2003 (the
"Expiration Date"),                       Thousand  (             )  fully paid
and nonassessable shares of the  Company's Common Stock, par value $.0001 per
share (the "Common Stock") at  an initial exercise price per share (the
"Exercise Price") of $             ,  subject to further adjustment as set
forth herein.

2.      Exercise of Warrants.

2.1     General.  This Warrant is exercisable in whole or  in part at any time
and from time to time at the Exercise Price per share  of Common Stock payable
hereunder, payable in cash or by certified or  official bank check.  Upon
surrender of this Warrant Certificate with the  annexed Notice of Exercise Form
duly executed (which Notice of Exercise  Form may be submitted either by
delivery to the Company or by facsimile  transmission as provided in Section 8
hereof), together with payment of  the Exercise Price for the shares of Common
Stock purchased, the Holder  shall be entitled to receive a certificate or
certificates for the shares  of Common Stock so purchased.

2.2     Limitation on Exercise. Notwithstanding the  provisions of this
Warrant, Securities Purchase Agreement, dated January           , 2000 (the
"Securities Purchase Agreement"), between the Company  and the Holder (or the
Holder's predecessor in interest) or of the other  Transaction Agreements (as
defined in the Securities Purchase Agreement),  in no event (except (i) with
respect to an automatic conversion, if any,  of a Debenture as provided in the
Debentures, (ii) as specifically  provided in this Warrant as an exception to
this provision, or (iii) while  there is outstanding a tender offer for any or
all of the shares of the  Company's Common Stock) shall the Holder be entitled
to exercise this  Warrant, or shall the Company have the obligation to issue
shares upon  such exercise of all or any portion of this Warrant, to the extent
that,  after such exercise the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership  of
the unconverted portion of the Debentures or unexercised portion of the
Warrants),  and (2) the number of shares of Common Stock issuable upon the
exercise of the Warrants with respect to which the determination of this
proviso is being made, would result in beneficial ownership by the Holder  and
its affiliates of more than 9.99% of the outstanding shares of Common  Stock
(after taking into account the shares to be issued to the Holder  upon such
exercise).  For purposes of the proviso to the immediately  preceding sentence,
beneficial ownership shall be determined in accordance  with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the  "1934 Act"), except as
otherwise provided in clause (1) of such sentence.   The Holder, by its
acceptance of this Warrant, further agrees that if the  Holder transfers or
assigns any of the Warrants to a party who or which  would not be considered
such an affiliate, such assignment shall be made  subject to the transferee's
or assignee's specific agreement to be bound  by the provisions of this Section
2.2 as if such transferee or assignee  were the original Holder hereof.

3.      Reservation of Shares.  The Company hereby agrees that  at all times
during the term of this Warrant there shall be reserved for  issuance upon
exercise of this Warrant such number of shares of its Common  Stock as shall be
required for issuance upon exercise of this Warrant (the  "Warrant Shares").

4.      Mutilation or Loss of Warrant.  Upon receipt by the  Company of
evidence satisfactory to it of the loss, theft, destruction or  mutilation of
this Warrant, and (in the case of loss, theft or  destruction) receipt of
reasonably satisfactory indemnification, and (in  the case of mutilation) upon
surrender and cancellation of this Warrant,  the Company will execute and
deliver a new Warrant of like tenor and date  and any such lost, stolen,
destroyed or mutilated Warrant shall thereupon  become void.

5.      Rights of the Holder.  The Holder shall not, by virtue  hereof, be
entitled to any rights of a stockholder in the Company, either  at law or
equity, and the rights of the Holder are limited to those  expressed in this
Warrant and are not enforceable against the Company  except to the extent set
forth herein.

6.      Protection Against Dilution.

6.1     Adjustment Mechanism.  If an adjustment of the  Exercise Price is
required pursuant to this Section 6, the Holder shall be  entitled to purchase
such number of additional shares of Common Stock as  will cause (i) the total
number of shares of Common Stock Holder is  entitled to purchase pursuant to
this Warrant, multiplied by (ii) the  adjusted Exercise Price per share, to
equal (iii) the dollar amount of the  total number of shares of Common Stock
Holder is entitled to purchase  before adjustment multiplied by the total
Exercise Price before  adjustment.

6.2     Capital Adjustments.  In case of any stock split  or reverse stock
split, stock dividend, reclassification of the Common  Stock, recapitalization,
merger or consolidation, or like capital  adjustment affecting the Common Stock
of the Company, the provisions of  this Section 6 shall be applied as if such
capital adjustment event had  occurred immediately prior to the date of this
Warrant and the original  Exercise Price had been fairly allocated to the stock
resulting from such  capital adjustment; and in other respects the provisions
of this Section  shall be applied in a fair, equitable and reasonable manner so
as to give  effect, as nearly as may be, to the purposes hereof.  A rights
offering to  stockholders shall be deemed a stock dividend to the extent of the
bargain  purchase element of the rights.

6.3     Adjustment for Spin Off.  If, for any reason,  prior to the exercise of
this Warrant in full, the Company spins off or  otherwise divests itself of a
part of its business or operations or  disposes all or of a part of its assets
in a transaction (the "Spin Off")  in which the Company does not receive
compensation for such business,  operations or assets, but causes securities of
another entity (the "Spin  Off Securities") to be issued to security holders of
the Company, then

(a)  the Company shall cause (i) to be reserved Spin Off  Securities equal to
the number thereof which would have been issued  to the Holder had all of the
Holder's unexercised Warrants  outstanding on the record date (the "Record
Date") for determining  the amount and number of Spin Off Securities to be
issued to  security holders of the Company (the "Outstanding Warrants") been
exercised as of the close of business on the trading day immediately  before
the Record Date (the "Reserved Spin Off Shares"), and (ii) to  be issued to the
Holder on the exercise of all or any of the  Outstanding Warrants, such amount
of the Reserved Spin Off Shares  equal to (x) the Reserved Spin Off Shares
multiplied by (y) a  fraction, of which (I) the numerator is the amount of the
Outstanding Warrants then being exercised, and (II) the denominator  is the
amount of the Outstanding Warrants; and

(b) the Exercise Price on the Outstanding Warrants shall be  adjusted
immediately after consummation of the Spin Off by  multiplying the Exercise
Price by a fraction (if, but only if, such  fraction is less than 1.0), the
numerator of which is the Average  Market Price of the Common Stock (as defined
below) for the five (5)  trading days immediately following the fifth trading
day after the  Record Date, and the denominator of which is the Average Market
Price of the Common Stock on the five (5) trading days immediately  preceding
the Record Date; and such adjusted Exercise Price shall be  deemed to be the
Exercise Price with respect to the Outstanding  Warrants after the Record Date.
 As used herein, the term "Average  Market Price of the Common Stock" means the
average closing bid  price of a share of Common Stock, as reported by
Bloomberg, LP  or,  if not so reported, as reported on the over-the-counter
market for  the relevant period.

7.      Transfer to Comply with the Securities Act; Registration  Rights.

(a)  This Warrant has not been registered under the Securities  Act of 1933, as
amended, (the "Act") and has been issued to the Holder for  investment and not
with a view to the distribution of either the Warrant  or the Warrant Shares.
Neither this Warrant nor any of the Warrant Shares  or any other security
issued or issuable upon exercise of this Warrant may  be sold, transferred,
pledged or hypothecated in the absence of an  effective registration statement
under the Act relating to such security  or an opinion of counsel satisfactory
to the Company that registration is  not required under the Act.  Each
certificate for the Warrant, the Warrant  Shares and any other security issued
or issuable upon exercise of this  Warrant shall contain a legend on the face
thereof, in form and substance  satisfactory to counsel for the Company,
setting forth the restrictions on  transfer contained in this Section.

(b) Reference is made to the Registration Rights Agreement of  even date
herewith, to which the Company and the Holder (or Holder's  direct or indirect
assignor, if any) are parties (the "Registration Rights  Agreement").  The
Warrant Shares are Registrable Securities, as that term  is used in the
Registration Rights Agreement.  Subject to the provisions  of the Registration
Rights Agreement,  the Company agrees to file an  amendment, which shall
include the Warrant Shares, to its registration  statement on Form S-3 (as so
amended, the "Registration Statement"),  pursuant to the Act, by the Required
Filing Date and to have the  registration of the Warrant Shares completed and
effective by the Required  Effective Date (as those terms are defined in the
Registration Rights  Agreement).

8.      Notices.  Any notice or other communication required or  permitted
hereunder shall be in writing and shall be delivered personally,  telegraphed,
telexed, sent by facsimile transmission or sent by certified,  registered or
express mail, postage pre-paid.  Any such notice shall be  deemed given when so
delivered personally, telegraphed, telexed or sent by  facsimile transmission,
or, if mailed, two days after the date of deposit  in the United States mails,
as follows:

(i)     if to the Company, to:
AMERICAN CHAMPION ENTERTAINMENT, INC.
1694 The Alameda, Suite 100
San Jose, CA 95126-2219
Attn: Anthony K. Chan, President
Telephone No.: (408) 288-8199
Telecopier No.: (408) 288-8098

with a copy to:

Sichenzia Ross & Friedman
135 West 50th Street, 20th Floor
New York, NY 10020
Attn: Gregory Sichenzia, Esq.
Telephone No.: (212) 664-1200
Telecopier No.: (212) 664-7329

(ii)    if to the Holder, to:




ATTN:
Telephone No.: (     )      -
Telecopier No.: (     )      -

with a copy to:

Krieger & Prager LLP, Esqs.
39 Broadway
Suite 1440
New York, NY 10006
Attn: Samuel Krieger, Esq.
New York, New York 10016
Telephone No.: (212) 363-2900
Telecopier No.  (212) 363-2999

Any party may by notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices  hereunder.

9.      Cashless Exercise.  Any other provision of this Warrant to the
contrary notwithstanding, if the Effective Date of the Registration  Statement
has not occurred on or before the first anniversary of the  Closing Date, the
Holder will have the right (in addition to any other  rights contemplated by
the Transaction Agreements) to exercise any  remaining unexercised portion of
this Warrant (subject, however, to the  provisions of Section 2.2 hereof) by
means of "cashless exercise."  If the  Holder elects a "cashless" exercise, the
Holder shall thereby be entitled  to receive a number of shares of Common Stock
equal to (x) the excess of  the Current Market Value (as defined below) over
the total cash exercise  price of the portion of the Warrant then being
exercised, divided by (y)  the Market Price of the Common Stock as of the
Conversion Date.  For the  purposes of this Section  9, "Current Market Value"
shall be an amount  equal to the Market Price of the Common Stock as of the
Conversion Date,  multiplied by the number of shares of Common Stock specified
in such  Notice of Exercise Form.

10.     Supplements and Amendments; Whole Agreement.  This  Warrant may be
amended or supplemented only by an instrument in writing  signed by the parties
hereto.  This Warrant contains the full  understanding of the parties hereto
with respect to the subject matter  hereof and thereof and there are no
representations, warranties,  agreements or understandings other than expressly
contained herein and  therein.

11.     Governing Law.  This Warrant shall be deemed to be a  contract made
under the laws of the State of Delaware and for all purposes  shall be governed
by and construed in accordance with the laws of such  State applicable to
contracts to be made and performed entirely within  such State.

12.     Counterparts.  This Warrant may be executed in any  number of
counterparts and each of such counterparts shall for all  purposes be deemed to
be an original, and all such counterparts shall  together constitute but one
and the same instrument.


13.     Descriptive Headings.  Descriptive headings of the  several Sections of
this Warrant are inserted for convenience only and  shall not control or affect
the meaning or construction of any of the  provisions hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as
of the __ th day of                      , 2000.


AMERICAN CHAMPION ENTERTAINMENT, INC.


By:_________________________________
Name:  Anthony K. Chan
Its:        President & CEO

Attest:

________________________
Name:   George Chung
Title:     Chairman of the Board





        NOTICE OF EXERCISE OF WARRANT

The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant Certificate dated as of
        , 2000, to purchase          shares of the Common Stock, par value
$.0001 per share, of AMERICAN CHAMPION ENTERTAINMENT, INC. and tenders
herewith payment in accordance with Section 1 of said Common Stock
Purchase Warrant.

        Please deliver the stock certificate to:







Dated:


By:


___   CASH:$_____________


___   CASHLESS1




 Ten thousand (10,000) for every $100,000 principal of Debentures purchased.
Price to be filled in equal to 125% of average closing bid price of Common
Stock for 3 lowest trading days (which need not be consecutive) of 10 trading
days ending on date  before Closing Date. Available only if Section 9 is
applicable.