HUNGARIAN TELECONSTRUCT CORP.


   Form of Warrant for the Purchase of Common Shares

No. W-__                                 _______ Shares


     FOR VALUE RECEIVED, HUNGARIAN TELECONSTRUCT CORP., a
Delaware corporation (the "Company"), hereby certifies that Mr.
George Szakacs or its permitted assigns is entitled to purchase
from the Company , at any time or from time to time after October
1, 1997 but prior to 5:00 P.M. on September 30, 2000,
___________________)  fully paid and non-assessable shares of
common stock, par value $.001 per share, of the Company for an
aggregate purchase price of $_________ (computed on the basis of
$2.00 per share).   (Hereinafter, (i) said common shares, together
with any other equity securities which may be issued by the
Company in substitution therefor, are referred to as the "Common
Shares", (ii) the Common Shares 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 Warrant Shares, as adjusted in the manner set forth in
Section 3, is referred to as the "Per Share Warrant Price" and
(v) this Warrant and all warrants hereinafter 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 and the number of Warrant
Shares are subject to adjustment as hereinafter provided.
     1.   Exercise of Warrant.  This Warrant may be exercised,
in whole at any time or in part from time to time (such partial
exercises to be in amounts of not less than 25,000 Warrant
Shares), on and after October 1, 1997, but prior to 5:00 P.M. on
September 30, 2000, 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 principal office of the
Company's counsel Cohen & Cohen, 445 Park Avenue, New York, NY
10022, together with proper payment of the Aggregate Warrant Price
applicable on such date, or the proportionate part thereof if this
Warrant is exercised in part.  Payment for Warrant Shares shall be
made by check or checks, payable to the order of the Company.  If
this Warrant is exercised in part, this Warrant must be exercised
for a number of whole Warrant Shares, and the Holder is entitled
to receive a new 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 surrender of this
Warrant, the Company will (a) issue a certificate or certificates
in the name of the Holder for the largest number of whole Warrant
Shares to which the Holder shall be entitled and, if this Warrant
is exercised in whole, in lieu of any fractional Warrant Share to
which the Holder shall be entitled, 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
(b) 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.

       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 will reserve, and will keep
available, solely for issuance or delivery upon the exercise of
this Warrant, the shares receivable upon the exercise of this
Warrant, the Warrant Shares and other securities and properties as
from time to time shall be receivable upon the exercise of this
Warrant, free and clear of all restrictions on sale or transfer
(except as may arise under applicable securities laws) and free
and clear of all preemptive rights.

     3.   Protection Against Dilution.
          (a)  If, at any time or from time to time after the
date of this Warrant, the Company shall issue to the holders of
the Common Shares any Common Shares by way of a stock dividend or
stock split (including, without limitation, a reverse stock
split), then, and in each such case, the Per Share Warrant Price
on the date of such stock dividend or stock split shall be
adjusted, or further adjusted, to a price (to the nearest cent)
determined by dividing (i) an amount equal to the number of Common
Shares outstanding immediately prior to such issuance multiplied
by the Per Share Warrant Price in effect immediately prior to such
issuance by (ii) the total number of Common Shares outstanding
immediately after such issuance.  Upon each adjustment in the Per
Share Warrant Price resulting from a stock split or stock
dividend, 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.  Notice of each
such adjustment and each such readjustment shall be forthwith
mailed to the Holder.

          (b)  If the Company shall be consolidated with or
merged into another corporation, or shall sell all or
substantially all of its assets in part of a reorganization to
which the Company is a party within the meaning of the Internal
Revenue Code of 1986, as presently in effect, or shall issue a
security convertible into its Common Shares as a dividend on its
Common Shares, or shall reclassify or reorganize its capital
structure (except a stock split covered by Subsection 3(a)
hereof), each Warrant Share shall be replaced for the purposes
hereof by the securities or properties issuable or distributable
in respect of one Common Share upon such consolidation, merger,
sale, reclassification or reorganization, and adequate provisions
to that effect shall be made at the time thereof.  Notice of such
consolidation, merger, sale, reclassification or reorganization,
and of said provisions so proposed to be made, shall be mailed to
the Holder not less than 15 days prior to such event.

          (c)  If the Company shall sell all or substantially
all of its assets, other than as part of a reorganization to which
the Company is a party within the meaning of the Internal Revenue
Code of 1986, as presently in effect, or shall distribute its
assets in dissolution or liquidation (other than as part of such a
reorganization), the Company shall mail notice thereof to the
Holder and shall make no distribution to shareholders until the
expiration of 15 days from the date of mailing of said notice and
then only to shareholders of record as of a date at least 15 days
after the date of mailing of said notice.

          (d)  If the Board of Directors of the Company shall
declare any dividend or other distribution in cash with respect to
the Common Shares, other than out of surplus, the Company shall
mail notice thereof to the Holder not less than 15 days prior to
the record date fixed for determining shareholders entitled to
participate in such dividend or other distribution.

     4.   Fully Paid Shares; Taxes.  The Company agrees that the
Common Shares represented by each and every certificate for
Warrant Shares delivered on the exercise of this Warrant shall, at
the time of such delivery, be validly issued and outstanding,
fully paid and non-assessable, and the Company will take all such
actions as may be necessary to assure that the par value or stated
value, if any, per Warrant Share 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.   Loss, etc. of Warrant.  Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and of indemnify 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 reasonably incidental
expenses, the Company shall execute and deliver to the Holder a
new Warrant of like date, tenor and denomination.

     6.   Warrant Holder Not Shareholder.  Except as otherwise
provided therein, this Warrant does not confer upon the Holder any
right to vote or to consent or to 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.

     7.   Communication.  No notice or other communication under
this Warrant shall be effective unless the same is in writing and
is mailed by first-class mail, postage prepaid, addressed to:

          (a)  the Company at c/o Cohen & Cohen, at 445 Park
Avenue, 15th Floor, New York, New York 10022, or such other
address as the Company has designated in writing to the Holder, or

          (b)  the Holder at ___________________ or such other
address as the Holder has designated in writing to the Company.

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

     9.   Applicable Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, HUNGARIAN TELECONSTRUCT CORP. has caused
this Warrant to be signed by its President and its corporate seal
to be hereunto affixed this 6th day of October, 1996.

ATTEST:                            HUNGARIAN TELECONSTRUCT
                                   CORP.



                                   By:

[Corporate Seal]

                         SUBSCRIPTION

     The undersigned,                                  
pursuant to the provisions of the Warrant, dated October 6, 1996,
granted by Hungarian Teleconstruct Corp. for ________ Common
Shares hereby elects to purchase ________________________________
(____________) Common Shares of Hungarian Teleconstruct Corp.
covered by that Warrant.
Dated:____________, 1996

                                        Signature