THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE ON
CERTAIN EXEMPTIONS FROM REGISTRATION THEREUNDER.  THE SALE, PLEDGE,
HYPOTHECATION OR OTHER TRANSFER OF SUCH SECURITIES IS SUBJECT TO COMPLIANCE
WITH APPLICABLE SECURITIES LAWS AND REGULATIONS.



                  COMMON STOCK PURCHASE WARRANT

               To subscribe for and purchase shares
               of Common Stock, $.001 par value, of

                         XVARIANT, INC.

      1.     THIS CERTIFIES that, for value received, BID TRAC, INC., a
Delaware corporation ("Bid Trac" which, together with any subsequent assignee
or transferee hereof, is hereinafter referred to as "Holder"), subject to the
terms and conditions hereof, shall be entitled to purchase from XVARIANT,
INC., a Nevada corporation (the "Company"), at any time on or before November
21, 2011, up to an aggregate of Six Hundred Thousand (600,000) fully paid and
nonassessable shares (subject to adjustment in accordance with the provisions
of Section 3(b) hereof) of Common Stock (as defined below) of the Company
(individually, a "Warrant Share" and collectively, the "Warrant Shares") at an
exercise price (subject to adjustment in accordance with the provisions of
Section 3 hereof) per share equal to Two Dollars ($2.00) (the "Exercise
Price"); provided, however, that the number of shares issuable to Holder upon
exercise of this Warrant is contingent upon the amount of Gross Revenue (as
defined herein) derived by the Company from the service contracts and assets
purchased from Holder by the Company pursuant to the Asset Purchase Agreement
(as defined herein) during the twelve (12) month period immediately following
the date hereof (the "Measurement Period").  In the event that Gross Revenue
during the Measurement Period is at least $100,000, the maximum number of
shares issuable upon exercise hereof shall be 300,000 shares (subject to
adjustment in accordance with the provisions of Section 3(b) hereof) and, if
Gross Revenue during the Measurement Period is at least $200,000, the maximum
number of shares issuable upon exercise hereof shall be 600,000 (subject to
adjustment in accordance with the provisions of Section 3(b) hereof).  For
purposes of this Warrant, the term "Gross Revenue" shall be defined as all
revenue derived from service contracts in effect on the date hereof and any
additional contracts entered into after the date hereof with customers of the
Company subscribing to "Bid Trac" services computed in accordance with
generally accepted accounting principles consistently applied, and the term
"Common Stock" shall mean the class of capital stock of the Company designated
common stock, $.001 par value, as constituted on the date hereof.  This
Warrant has been issued in connection with the purchase by the Company from
Holder of certain assets used or useful in the Holder's business pursuant to
the terms of an Asset Purchase Agreement dated as of November 21, 2001 to
which the Company and Holder are parties (the "Asset Purchase Agreement").

     Section 1.  Exercise of Warrants.

         (a)     This Warrant may be exercised by delivering it to the Company
at its principal executive office with the Notice of Exercise attached hereto
as Exhibit A duly completed and signed, and by paying to the Company the
Exercise Price for the number of Warrant Shares in respect of which this
Warrant is then exercised. Payment of the Exercise Price shall be made (i) in
cash, (ii) by certified or official bank check payable to the order of the
Company, (iii) by wire transfer of immediately available funds, or (iv) by any
combination of (i), (ii) and/or (iii).

         (b)     Upon surrender of this Warrant and payment of the Exercise
Price, the Company shall issue and cause to be delivered within a reasonable
time, not to exceed fifteen (15) calendar days, to or upon the written order
of the Holder and in such name or names and denominations as the Holder may
designate, a certificate or certificates for the number of whole Warrant
Shares issuable upon exercise. Such certificate or certificates shall be
deemed to have been issued, and any person so designated to be named therein
shall be deemed to have become a holder of record of such Warrant Shares as of
the date of the surrender of this Warrant.

         (c)     This Warrant shall be exercisable, at the election of the
Holder, either in full or from time to time in part and, in the event that
this Warrant is exercised in respect of fewer than all of the Warrant Shares
issuable on such exercise at any time prior to the date of expiration of this
Warrant, a new certificate evidencing the remaining Warrant will be issued,
and the Company is hereby irrevocably authorized to countersign and to deliver
the required new Warrant pursuant to the provisions of this Warrant. This
Warrant, when surrendered upon its exercise, shall be canceled by the Company
and shall then be disposed of in a manner satisfactory to the Company.


      Section 2.     Adjustment of Exercise Price and Number of Shares.  The
Exercise Price and the number of shares purchasable hereunder are subject to
adjustment from time to time as follows:

         (a)     Stock Splits, Recapitalization, Etc.   Upon the happening of
an Extraordinary Common Stock Event (as hereinafter defined), the Exercise
Price shall, simultaneously with the happening of such Extraordinary Common
Stock Event, be adjusted by multiplying the Exercise Price in effect
immediately prior to such Extraordinary Common Stock Event by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such Extraordinary Common Stock Event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately
after such Extraordinary Common Stock Event, and the product so obtained shall
thereafter be the Exercise Price. The Exercise Price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive
Extraordinary Common Stock Event or Events.  Upon each adjustment of the
Exercise Price under this Section 2(a), the number of shares of Common Stock
purchasable upon exercise of this Warrant shall be increased to that number of
shares determined by multiplying the number of shares purchasable hereunder
immediately prior to the Extraordinary Common Stock Event by a fraction, the
numerator of which shall be the Exercise Price in effect immediately prior to
the adjustment provided for in this Section 2(a) and the denominator of which
shall be the Exercise Price in effect immediately after such  adjustment.

      An "Extraordinary Common Stock Event" shall mean (i) the issuance of
additional shares of Common Stock as a dividend or other distribution on
outstanding shares of Common Stock, (ii) a subdivision of outstanding shares
of Common Stock into a greater number of shares of Common Stock, or (iii) a
combination or reverse stock split of outstanding shares of Common Stock into
a smaller number of shares of the Common Stock.

         (b)     Adjustment upon Certain Dilutive Issuances.

            (i)     Definitions.  For purposes of this Section 2(b), the
following definitions apply:

               (1)     "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued (or deemed to be issued pursuant to Section
2(b)(iii)) by the Company after November 21, 2001, but only to the extent such
issuances result in more than 15,821,100 shares of Common Stock issued and
outstanding, and other than shares of Common Stock issued or issuable upon the
exercise of this Warrant and shares of Common Stock issued or issuable upon
the exercise of Convertible Securities or Options outstanding on November 21,
2001.

               (2)     "Convertible Securities" shall mean any evidences of
indebtedness, shares of stock (other than Common Stock) or other securities
convertible into or exchangeable for Common Stock.

               (3)     "Options" shall mean rights, options, or warrants to
subscribe for, purchase or otherwise acquire either Common Stock or
Convertible Securities.

            (ii)     Adjustment of Exercise Price and Number of Shares.  In
the event that the consideration per share (determined pursuant to Section
2(b)(v) hereof) for an Additional Share of Common Stock issued or deemed to be
issued by the Company is less than the Exercise Price in effect immediately
prior to the issue of such Additional Shares of Common Stock, then the
Exercise Price and the number of Warrant Shares purchasable hereunder shall be
adjusted as provided herein. For purposes of this Section 2, the initial
Exercise Price shall be $2.00, subject to adjustment as provided herein.

            (iii)     Issue of Options and Convertible Securities.  In the
event the Company at any time or from time to time after November 21, 2001
shall issue any Options or Convertible Securities or shall fix a record date
for the determination of holders of any class of securities then entitled to
receive any such Options or Convertible Securities, then the maximum number of
shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Common Stock issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of
such Convertible Securities, shall be deemed to be Additional Shares of Common
Stock issued as of the time of such issue or, in case such a record date shall
have been fixed, as of the close of business on such record date, provided
that Additional Shares of Common Stock shall not be deemed to have been issued
unless the consideration per share (determined pursuant to Section 2(b)(v)
hereof) of such Additional Shares of Common Stock would be less than the
Exercise Price in effect on the date of and immediately prior to such issue,
or such record date, as the case may be, and provided that in any such case in
which Additional Shares of Common Stock are deemed to be issued:

               (A)     no further adjustments in the number of shares issuable
hereunder shall be made upon the subsequent issue of Convertible Securities or
shares of Common Stock upon the exercise of such Options or conversion or
exchange of such Convertible Securities;

               (B)     if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any increase or
decrease in the consideration payable to the Company, or decrease or increase
in the number of shares of Common Stock issuable upon the exercise, conversion
or exchange thereof, the Exercise Price computed upon the original issue
thereof (or upon the occurrence of a record date with respect thereto), and
any subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or
decrease insofar as it affects such Options or the rights of conversion or
exchange under such Convertible Securities, provided, however, that no such
adjustment of the Exercise Price shall affect Common Stock previously issued
upon exercise or conversion of this Warrant;

               (C)     upon the expiration of any such Options or any rights
of conversion or exchange under such Convertible Securities that shall not
have been exercised, the Exercise Price computed upon the original issue
thereof (or upon the occurrence of a record date with respect thereto), and
any subsequent adjustments based thereon, shall, upon such expiration, be
recomputed as if:

                  (i)     in the case of Convertible Securities or Options for
Common Stock, the only Additional Shares of Common Stock issued were the
shares of Common Stock, if any, actually issued upon the exercise of such
Options or the conversion or exchange of such Convertible Securities and the
consideration received therefor was the consideration actually received by the
Company for the issue of all such Options, whether or not exercised, plus the
consideration actually received by the Company upon such exercise or for the
issue of all such Convertible Securities that were actually converted or
exchanged, plus the additional consideration, if any, actually received by the
Company upon such conversion or exchange, and

                  (ii)     in the case of Options for Convertible Securities,
only the Convertible Securities, if any, actually issued upon the exercise
thereof were issued at the time of issue of such Options, and the
consideration received by the Company for the Additional Shares of Common
Stock deemed to have been then issued was the consideration actually received
by the Company for the issue of all such Options, whether or not exercised,
plus the consideration deemed to have been received by the Company (determined
pursuant to Section 2(b)(v)) upon the issue of the Convertible Securities with
respect to which such Options were actually exercised;

               (D)     no readjustment pursuant to Section 2(b)(iii)(B) or (C)
above shall have the effect of increasing the Exercise Price to an amount
which exceeds the lower of (a) the Exercise Price prior to the initial
adjustment to which the readjustment applies, or (b) the Exercise Price that
would have resulted from any issuance of Additional Shares of Common Stock
between the date of the initial adjustment date and such readjustment date;
and

               (E)     in the event of any change in the number of shares of
Common Stock issuable upon the exercise, conversion or exchange of any Option
or Convertible Security, including, but not limited to, a change resulting
from the antidilution provisions thereof, the Exercise Price then in effect
shall forthwith be readjusted to such Exercise Price as would have been
obtained had the adjustment which was initially made upon the issuance of such
unexercised Option or unconverted Convertible Security, been made upon the
basis of such subsequent change, but no further adjustment shall be made for
the actual issuance of Common Stock upon the exercise or conversion of any
such Option or Convertible Security.

            (iv)   Adjustment of Number of Shares Upon Issuance of Additional
Shares of Common Stock. In the event the Company at any time after November
21, 2001 shall issue Additional Shares of Common Stock (including Additional
Shares of Common Stock deemed to be issued pursuant to Section 2(b)(iii)),
without consideration or for a consideration per share less than the Exercise
Price in effect on the date of and immediately prior to such issue, then and
in such event, the Exercise Price shall be reduced to a price (calculated to
the nearest cent) determined by multiplying the then current Exercise Price by
a fraction the numerator of which shall be the sum of

               (A)     the number of shares of Common Stock outstanding
immediately prior to such issue, plus

               (B)     the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number of
Additional Shares of Common Stock so issued would purchase at the Exercise
Price in effect immediately prior to such issue and the denominator of which
shall be the sum of

              (x)     the number of shares of Common Stock outstanding
immediately prior to such issue, plus

              (y)     the number of such Additional Shares of Common Stock so
issued;

and the number of shares of Common Stock purchasable upon exercise of this
Warrant shall be increased to that number of shares determined by multiplying
the number of shares purchasable hereunder immediately prior to such issue by
a fraction, the numerator of which shall be the Exercise Price in effect
immediately prior to the adjustment provided for above and the denominator of
which shall be the Exercise Price in effect immediately after such adjustment.

For the purpose of the above calculation, as well as the calculation provided
for in Section 2(a), the number of shares of Common Stock outstanding shall be
calculated on a fully diluted basis, as if all Convertible Securities had been
fully converted into shares of Common Stock immediately prior to such
issuance, and any outstanding warrants, options or other rights for the
purchase of shares of stock or Convertible Securities had been fully exercised
immediately prior to such issuance, and the resulting securities fully
converted into shares of Common Stock, if so convertible as of such date. This
calculation shall not include, however, any Additional Shares of Common Stock
issuable with respect to this Warrant or issuable with respect to Convertible
Securities or outstanding options, warrants or other rights for the purchase
of shares or Convertible Securities, solely as a result of adjustment of the
number of shares issuable hereunder resulting from the issuance of Additional
Shares of Common Stock causing such adjustment.

      The provisions of this Section 2(b)(iv) do not apply if the provisions
of Section 2(a) apply.

            (v)     Determination of Consideration.  The consideration
received by the Company for the issue of any Additional Shares of Common Stock
shall be computed as follows:

               (1)     Cash Property and Other Consideration.  Such
consideration shall:

                  (a)     insofar as it consists of cash, be computed as the
aggregate amount of cash received by the Company excluding amounts paid or
payable for accrued interest or accrued dividends;

                  (b)     insofar as it consists of property, services, or
other consideration other than cash, be computed at the fair value thereof at
the time of such issue, as determined in good faith by the Board of Directors,
subject to Holder's rights under Section 4 hereof; and

                  (c)     in the event Additional Shares of Common Stock are
issued together with other shares or securities or other assets of the Company
for consideration which covers both, be the proportion of the consideration so
received, computed as provided in clauses (a) and (b) above, as is determined
in good faith by the Board of Directors, subject to Holder's rights under
Section 5 hereof;

               (2)     Options  and  Convertible  Securities.  The
consideration per share received by the Company for Additional Shares of
Common Stock deemed to have been issued pursuant to Options and Convertible
Securities, shall be deemed to be the sum of the consideration paid for such
Option or Convertible Security, if any, plus the lowest consideration per
share then payable upon the exercise of Options, as set forth in the
instruments relating to such Options or Convertible Securities, without regard
to any provision contained therein designed to protect against dilution. If
Options or Convertible Securities are issued together with other securities or
instruments of the Company, the Board of Directors shall determine in good
faith the amount of consideration paid for such Option or Convertible
Securities.

       (c)     Excluded Securities.  The provisions of Section 2(b) shall not
apply (i) to shares of Common Stock issuable upon the conversion of the
Warrants, (ii) to shares of Common Stock issued or issuable upon the exercise
of Options or the conversion of Convertible Securities outstanding on November
21, 2001, or (iii) in connection with an Extraordinary Common Stock Event.

       (d)     Certificate as to Adjustments.  In each case of any adjustment
or readjustment pursuant to Section 2(a)-(c) of the Exercise Price and number
of shares issuable pursuant to this Warrant, the Company shall forthwith
notify the Holder or Holders of this Warrant of each such adjustment, setting
forth in reasonable detail the event requiring the adjustment and the method
by which such adjustment was calculated.

      Section 3.  Payment of Taxes. The Holder shall pay all federal and state
issuance taxes attributable to the issuance of this Warrant or the issuance of
any Warrant Shares upon the exercise of this Warrant.

      Section 4.     Board Determinations.  If Holder disagrees with the
Board's determination of the fair value under Section 2(b)(v), and Holder and
the Board of Directors cannot resolve such dispute, the determination shall be
made by an appraisal conducted by a reputable appraiser or investment banker
chosen by Holder and the Company.  All fees and expenses incurred in
connection with the appraisal shall be paid equally by the Company and the
Holder.  If Holder and the Company cannot agree on a reputable appraiser or
investment banker within ten (10) days after one party first gives the other
written notice of its proposed appraiser or investment banker, the other party
shall, prior to the end of such ten (10) day period, give the first party
written notice of its proposed appraiser or investment banker and the two
appraisers or investment bankers shall, within ten (10) days after the
designation of the second appraiser or investment banker, select a third
reputable appraiser or investment banker and such third appraiser or
investment banker shall be deemed the agreed upon choice of the parties.

      Section 5.  Mutilated, Missing or Lost Warrant.  In the event that this
Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue
and countersign, in exchange and substitution for and upon cancellation of the
mutilated Warrant, or in lieu of and substitution for its loss, theft or
destruction, a new Warrant of like tenor and representing an equivalent number
of Warrants, but only upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft or destruction of this Warrant and indemnity
reasonably satisfactory to the Company.

      Section 6.  Reservation of Warrant Shares.  The Company will at all
times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Common Stock or its authorized and
issued Common Stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon exercise of this Warrant,
the maximum number of shares of Common Stock which may then be deliverable
upon the exercise of this Warrant. The Company covenants that all Warrant
Shares which may be issued upon exercise of Warrants will, upon issuance and
payment therefor, be fully paid, nonassessable, free of preemptive rights and
free from all liens, charges and security interests with respect to the
issuance thereof.

      Section 7.  Fractional Shares.  No fractional Warrant Shares, or scrips
for any such fractional Warrant Shares, shall be issued upon the exercise of
this Warrant.  If any fraction of a share of Common Stock would, except for
the provisions of this Section 7, be issuable on the exercise of any Warrant,
the Company will (i) if the fraction of a share otherwise issuable is less
than one-half, round-down and issue to the Holder only the whole number of
shares of Stock to which the Holder is entitled or (ii) if the fraction of a
share otherwise issuable is equal to or greater than one-half, round-up and
issue to the Holder one additional share of Common Stock in addition to the
largest whole number of shares of Common Stock to which the Holder is
otherwise entitled.

       Section 8.  Merger, Reorganization or Sale of Assets.  If any capital
reorganization or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with or into another corporation, or
the sale of all or substantially all of its assets to another corporation
shall be effected (a "Recapitalization Event"), then, as a condition of such
Recapitalization Event, lawful and adequate provision shall be made whereby
the Holder of this Warrant shall thereafter have the right to purchase and
receive on exercise of such Warrant, upon the basis and upon the terms and
conditions specified in this Agreement and in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and receivable upon
the exercise of this Warrant, such shares of stock, securities or assets as
may be issuable or payable with respect to or in exchange for the number of
outstanding shares of Common Stock issuable upon the exercise of this Warrant
immediately prior to such Recapitalization Event.  In any such case
appropriate provision shall be made with respect to the rights and interests
of the Holder of this Warrant to the end that the provisions of this Warrant
(including, without limitation, provision for adjustment of the number of
shares issuable upon the exercise of this Warrant) shall thereafter be
applicable as nearly as may be in relation to any shares of stock, securities,
or assets thereafter deliverable upon exercise of this Warrant. The Company
shall not effect any such Recapitalization Event unless, prior to or
simultaneously with the consummation thereof, the successor corporation (if
other than the Company) resulting from such Recapitalization Event or the
corporation purchasing assets shall assume, by written instrument, the
obligation to deliver to the Holder of this Warrant such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the
Holder would be entitled to purchase.

      Section 9.  Certain Notices.  In the event at any time the Company shall
propose to:

         (a)     declare any cash dividend upon its Common Stock;

         (b)     declare any dividend upon its Common Stock payable in stock
other than additional shares of Common Stock or make any special dividend or
other distribution of indebtedness or assets to the holders of its Common
Stock;

         (c)     offer for subscription to the holders of any of its Common
Stock any additional shares of stock in any class other than Common Stock or
series or other rights other than under the Company's employee stock option
plan;

         (d)     reorganize or reclassify the capital stock of the Company, or
consolidate, merge or otherwise combine with, or sell all or substantially all
of its assets to, another entity;

         (e)     voluntarily dissolve, liquidate or wind up the affairs of the
Company; or

         (f)     redeem or purchase any shares of its capital stock or
securities convertible into its capital stock other than in connection with
the purchase of shares pursuant to the terms of any buy sell agreement entered
into with any of the Company's shareholders or pursuant to the provisions of
the Company's employee stock option plan;

then, in any one or more of said cases, the Company shall give to the Holder
of the Warrant, by certified or registered mail, (i) at least ten (10) days'
prior written notice of the date on which the books of the Company shall close
or a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, and (ii) in the case of such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, at least ten (10) days' prior written notice of the date when the
same shall take place. Any notice required by clause (i) above shall also
specify, in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled
thereto, and any notice required by clause (ii) above shall specify the date
on which the holders of Common Stock shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be.

      Section 10.  Pre-Exercise Rights.  Prior to exercise of this Warrant,
the Holder shall not be entitled to any voting rights or any other rights of a
stockholder with respect to the Warrant Shares.

      Section 11.   Restricted Securities.  The Holder understands that this
Warrant and the Warrant Shares purchasable hereunder constitute "restricted
securities" under the federal securities laws inasmuch as they are being, or
will be, acquired from the Company in transactions not involving a public
offering and accordingly may not, under such laws and applicable regulations,
be resold or transferred without registration under the Securities Act of 1933
or an applicable exemption from registration. In this connection, the Holder
acknowledges that Rule 144 of the Securities and Exchange Commission is not
now, and may not in the future be, available for resales of the Warrant Shares
purchased hereunder. The Holder further acknowledges that the Warrant Shares
and any other securities issued upon exercise of this Warrant shall bear a
legend substantially in the form of the legend appearing on the face hereof.

      Section 12.  Certification of Investment Purpose. Unless a current
registration statement under the Securities Act of 1933 shall be in effect
with respect to the securities to be  issued upon exercise of this Warrant,
the Holder hereof, by accepting this Warrant, covenants and agrees that, at
the time of exercise hereof, and at the time of any proposed transfer of
securities acquired upon exercise hereof, such Holder will deliver to the
Company a written certification that the securities acquired by the Holder
upon exercise hereof are for the account of the Holder and acquired for
investment purposes only and that such securities are not acquired with a view
to, or for sale in connection with, any distribution thereof.

       Section 13.  Transfer. Subject to the transfer conditions referred to
in the legend  endorsed hereon, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the Holder hereof upon
surrender of this Warrant with a properly executed assignment in the form of
Exhibit B attached hereto, at the principal office of the Company. Upon any
partial transfer, the Company will at its expense issue and deliver to each of
the Holder and its transferee or transferees new Warrants of like tenor, in
the name of the Holder and its transferee or transferees.

      Section 14.  Successors and Assigns. The terms and provisions of this
Warrant shall inure to the benefit of, and be binding upon, the Company and
the Holder hereof and their respective successors and assigns.

      Section 15.  Notice. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally,
telegraphed or sent by certified, registered, or express mail, postage
prepaid, and shall be deemed given when so delivered personally, telegraphed
or, if mailed, three (3) days after the date of deposit in the United States
mails, as follows:

          If to the Company to:

          170 South Main Street
          Suite 1050
          Salt Lake City, Utah 84101
          Attention: Chief Financial Officer

If to the Holder to the address shown therefor on the books and records of the
Company. Notices may also be given by prepaid telegram or facsimile and shall
be effective on the first  business day following the date transmitted if
confirmed within 24 hours thereafter by a signed original sent in the manner
provided above. Any party may change its address for notice and the address to
which copies must be sent by giving notice of the new addresses to the other
parties in accordance with this Section 15, except that any such change of
address notice shall not be effective unless and until received.

      Section 16.  Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Nevada, without giving
effect to conflict of law principles.

      Section 17.  Severability.  In the event that one or more of the
provisions of this Warrant shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Warrant, but
this Warrant shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein unless such construction would
materially affect the terms of this Warrant.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its  corporate name by a duly authorized officer and to be dated as of the
21st day of November, 2001.


XVARIANT, INC.


By:     /s/
Name:
Title: