EXHIBIT 10.2

                            Form of Warrant Agreement


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THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION TO SUCH
ACT.

Exercisable until the earlier of (i) January 15, 2007, or (ii) one year after
the declaration of effectiveness of a registration statement covering these
Warrants and/or the shares issuable upon exercise of these Warrants.

                                 WARRANT FOR THE
                       PURCHASE OF SHARES OF COMMON STOCK

                                       Of

                           X-CHANGE CORPORATION, INC.
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
               --------------------------------------------------

                  THIS CERTIFIES THAT, for value received, ___________________,
together with his or its successors, assigns, heirs and personal representatives
(the "Investor"), is entitled to purchase, up to
___________________________________ (_______) duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock (the "Common Stock") of
X-Change Corporation, Inc., a Nevada corporation (the "Company"), at the per
share purchase price described in Section 1.3 below, subject to the provisions
and upon the terms and conditions hereinafter set forth.

                  1. Exercise of Warrant. The terms and conditions upon which
this Warrant may be exercised, and the Common Stock covered hereby (the "Warrant
Stock") may be purchased, are as follows:

                  1.1 Term. The purchase right represented by this Warrant may
be exercised in whole or in part at any time and from time to time from and
after the date hereof and until the earlier of (i) January 15, 2007, or (ii) one
year after the declaration of effectiveness of a registration statement covering
these Warrants and/or the shares issuable upon exercise of these Warrants;
provided that, if the last day on which this Warrant may be exercised is a
Sunday or a legal holiday or a day on which banking institutions doing business
in the City of New York are authorized by law to close, this Warrant may be
exercised prior to 5:00 p.m. (New York time) on the next succeeding full
business day with the same force and effect as if exercised on such last day
specified herein.

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                  1.2 Number of Shares. This Warrant is initially exercisable
for ______________________________ (_______) shares of Common Stock, subject to
adjustment pursuant to Section 2 of this Warrant.

                  1.3 . Purchase Price. As of the date hereof, the initial per
share purchase price for the shares of Common Stock to be issued upon exercise
of this Warrant shall be One Dollar ($1.00) per share. Such initial exercise
price shall be subject to adjustment as provided herein (such initial exercise
price as so adjusted, the "Warrant Price").

                  1.4 Method of Exercise. The exercise of the purchase rights
evidenced by this Warrant shall be effected by (a) the surrender of the Warrant,
together with a duly executed copy of the form of a subscription attached
hereto, to the Company at its principal offices and (b) the delivery of the
purchase price (i) by check or bank draft payable to the Company's order or by
wire transfer to the Company's account for the number of shares for which the
purchase rights hereunder are being exercised or any other form of consideration
approved by the Company's Board of Directors or (ii) pursuant to the procedure
set forth in Section 1.5.

                  Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided herein or at such
latter date as may be specified in the executed form of subscription, and at
such time the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such exercise as
provided herein shall be deemed to have become the holder or holders of record
thereof.

                  1.5 Cashless Exercise. In addition to and without limiting the
rights of the holder hereof under the terms hereof, at the holder's option this
Warrant may be exercised in whole or in part at any time or from time to time
prior to its expiration for a number of shares of Common Stock having an
aggregate fair market value on the date of such exercise equal to the difference
between (a) the fair market value of the number of shares of Common Stock
subject to this Warrant designated for exercise by the holder hereof on the date
of the exercise and (b) the aggregate Warrant Price for such shares in effect at
such time .

                  The "fair market value" of shares of Common Stock shall be
calculated on the basis of (a) if the Common Stock is then traded on a
securities exchange, the average of the closing prices of the Common Stock on
such exchange over the 20 trading day period ending three (3) trading days prior
to the date of exercise, (b) if the Common Stock is then regularly traded
over-the-counter, the average of the sale prices or secondarily the closing bid
of the Common Stock over the 20 trading day period ending three (3) trading days
prior to the date of exercise, or (c) if there is no active public market for
the Common Stock, the fair market value thereof shall be determined by a
nationally recognized investment banking firm chosen in good faith by the
Company's Board of Directors, provided however, that such fair market value
shall take into account the valuations of comparable companies that are publicly
traded or privately held, but not including any discount attributable to the
fact that the shares are illiquid or that they represent a minority ownership
interest in the company. If the holder of this Warrant exercises this Warrant
contingent upon the closing of a public offering, the "fair market value " of a
share of Common Stock on the date of exercise shall be equal to the initial
price to the public specified in the final prospectus with respect to such

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public offering. The following diagram illustrates how many shares would then be
issued upon exercise pursuant to this Section 1.5:

<TABLE>

<S>                                 <C>
         Let      FMV      =        Fair market value per share of Common Stock at date of exercise.
                  PSP      =        Per share Warrant Price at date of exercise.
                  N        =        Number of shares of Common Stock desired to be exercised.
                  X        =        Number of shares of Common Stock issued upon exercise.
                           X        =       (FMV)(N)-(PSP)(N)
                                                     FMV
</TABLE>

                  No payment of any cash or other consideration to the Company
shall be required from the holder of this Warrant in connection with any
exercise of this Warrant pursuant to this Section 1.5. Such exercise shall be
effective upon the date of receipt by the Company of the original Warrant
surrendered for cancellation and a written request from the holder hereof that
the exercise pursuant to this section be made, or at such later date as may be
specified in such request.

                  1.6 Issuance of Shares. As soon as reasonably practicable
after each exercise of this Warrant, in whole or in part, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the holder hereof or as such holder
(upon payment by such holder of any applicable transfer taxes) may direct, (a) a
certificate or certificates for the number of duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock to which such holder shall
be entitled upon such exercise, and (b) in case such exercise is in part only, a
new Warrant or Warrants of like tenor, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock equal (without giving
effect to any adjustment thereof) to the number of such shares called for on the
face of this Warrant minus the number of such shares designated by the holder
upon such exercise as provided herein.

         2.       Certain Adjustments.

                  2.1 Mergers, Consolidations or Sale of Assets. If after the
date hereof there shall be a capital reorganization (other than a combination or
subdivision of Common Stock otherwise provided for herein), or spin-off, or a
merger or consolidation of the Company with or into another corporation, or the
sale of all or substantially all of the Company's properties and assets to any
other person, then, as a part of such transaction, lawful provision shall be
made so that the Investor shall thereafter be entitled to receive upon exercise
of this Warrant, during the period specified in this Warrant and upon payment of
the purchase price, the number of shares of stock or other securities, cash or
property of the Company or the successor corporation resulting from such
transaction, to which a holder of the Common Stock deliverable upon exercise of
this Warrant would have been entitled under the provisions of the agreement in
such transaction if this Warrant had been exercised immediately before such
transaction. In any such case, appropriate adjustment (as determined reasonably
and in good faith by the Company's Board of Directors) shall be made in the
application of the provisions of this Warrant with respect to the rights and
interests of the Investor after such transaction to the end that the provisions
of this Warrant (including adjustment of the purchase price then in effect and
the number of shares of Common Stock issuable upon exercise hereon shall be

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applicable after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon exercise of this
Warrant.

                  2.2 Splits and Subdivisions, Dividends. If the Company should
effect or fix a record date for the effectuation of a split or subdivision of
the outstanding shares of Common Stock or the determination of the holders of
Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or warrants, options or
other rights convertible into, or entitling the holder thereof to receive
directly or indirectly, additional shares of Common Stock (hereinafter referred
to as "Common Stock Equivalents") without payment of any consideration by such
holder for the additional shares of Common Stock or Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof), then, as of such record date (or the date of such
distribution, split or subdivision if no record date is fixed), the per share
purchase price shall be appropriately decreased and the number of shares of
Common Stock issuable upon exercise hereof shall be appropriately increased in
proportion to such increase of outstanding shares.

                  2.3 Combination of Shares. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, the per share purchase
price shall be appropriately increased and the number of shares of Common Stock
issuable upon exercise hereof shall be appropriately decreased in proportion to
such decrease in outstanding shares.

                  2.4 Adjustments for Other Distributions. In the event the
Company shall declare a distribution payable in securities of the Company (other
than Common Stock Equivalents) or other persons, evidences of indebtedness
issued by the Company or other persons, assets (including cash dividends) or
options or rights not referred to in Section 2.2, then, in each such case for
purposes of this Section 2.4, upon exercise of this Warrant the holder hereof
shall be entitled to a proportionate share of any such distribution as though
such holder was the holder of the number of shares of Common Stock of the
Company into which this Warrant may be exercised as of the record date fixed for
the determination of the holders of Common Stock of the Company entitled to
receive such distribution.

                  2.5      Issuance of Additional Common Stock

                           (a) If, after the date hereof, the Company shall
issue or sell to an affiliate of the Company (as defined in Rule 144(a)(I) of
the Act).

                           (i) Additional Shares (defined below) without
                  consideration or for a consideration per share less than the
                  higher of (A) the Warrant Price and (B) the fair market value
                  of a share of Common Stock in effect immediately prior to such
                  issue or sale, or

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                           (ii) Common Stock Equivalents exercisable for
                  Additional Shares with a minimum exercise or exchange price
                  less than the higher of (A) the Warrant Price and (B) the fair
                  market value of a share of Common Stock,

then, and in each such case, the Warrant Price shall be reduced, concurrently
with such issue or sale, to a price (calculated to the nearest .001 of a cent)
determined by multiplying such Warrant Price by a fraction:

                           (i) the numerator of which shall be (A) the number of
                  shares of Common Stock outstanding immediately prior to such
                  issue or sale plus (B) the number of shares of Common Stock
                  that the aggregate consideration received by the Company upon
                  such issuance or sale (or, in the case of Common Stock
                  Equivalents exercisable for Additional Shares, receivable by
                  the Company upon exercise or exchange) would purchase at such
                  Warrant Price or fair market value, as the case may be, and

                           (ii) the denominator of which shall be the number of
                  shares of Common Stock outstanding immediately after such
                  issue or sale (or, in the case of Common Stock Equivalents
                  exercisable for Additional Shares, assuming exercise or
                  exchange thereof).

                          (b) For the purposes of this Section 2.5, the
consideration for the issue or sale of Additional Shares shall, irrespective of
the accounting treatment of such consideration, (i) insofar as it consists of
cash, be computed at the net amount of cash received by the Company, and (ii)
insofar as it consists of property (including securities) other than cash, be
computed at the fair value thereof at the time of such issue or sale.

                          (c) Notwithstanding anything contained herein to the
contrary, the consideration for any Common Stock Equivalents shall be the total
amount of consideration received by the Company for the issuance of such Common
Stock Equivalents plus the minimum amount of consideration payable to the
Company upon exercise, conversion or exchange of Common Stock Equivalents (the
"Net Consideration") determined as of the date of issuance of such Common Stock
Equivalents. Any obligation, agreement or understanding to issue Common Stock
Equivalents at any time in the future shall be deemed to be an issuance at the
time such obligation or agreement is made or arises. No adjustment of the
Warrant Price shall be made under this Section 2.5 upon the issuance of any
shares of Common Stock which are issued pursuant to the exercise, conversion or
exchange of any Common Stock Equivalents if any adjustment shall previously have
been made upon the issuance of any such Common Stock Equivalents.

                  Should the Net Consideration for any such Common Stock
Equivalents be increased or decreased from time to time, then, upon the
effectiveness of such change, the Warrant Price will be that which would have
been obtained (i) had the adjustments made upon the issuance of such Common
Stock Equivalents been made upon the basis of the actual Net Consideration (as
so increased or decreased) of such Common Stock Equivalents, and (ii) had
adjustments to such Warrant Price since the date of issuance of such Common
Stock Equivalents been made to such Warrant Price as adjusted pursuant to (i)

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above. Any adjustment of the Warrant Price with respect to this paragraph which
relates to Common Stock Equivalents shall be disregarded if, as, and when all of
such Common Stock Equivalents expire or are canceled without being exercised, so
that the Warrant Price effective immediately upon cancellation or expiration
shall be equal to the Warrant Price in effect at the time of the issuance of the
expired or canceled Common Stock Equivalents, with such additional adjustments
as would have been made to such Warrant Price had the expired or canceled Common
Stock Equivalents not been issued.

                           (d) "Additional  Shares" means all shares of Common
Stock, whether or not subsequently reacquired or retired by the Company other
than (i) shares of Common Stock issued or to be issued to directors, officers,
employees and consultants of the Company or any subsidiary pursuant to any bona
fide qualified or non-qualified stock option plan or agreement, stock purchase
plan or agreement, stock restriction agreement, or employee stock ownership plan
(ESOP).

                           (e) The number of shares of Common Stock that the
holder of this Warrant shall be entitled to receive upon each exercise hereof
after any adjustment pursuant to this Section 2.5 shall be determined by
multiplying (i) the number of shares of Common Stock that were issuable
immediately prior to such adjustment, by (ii) the fraction of which (A) the
numerator is the Warrant Price immediately prior to such adjustment and (B) the
denominator is the Warrant Price immediately following such adjustment.

                  2.6 Certificate as to Adjustments. In the case of each
adjustment or readjustment of the Warrant Price pursuant to this Section 2, the
Company at its expense will promptly compute such adjustment or readjustment in
accordance with the terms hereof and cause a certificate, signed by the
Company's Chief Financial Officer, setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based to be delivered to the holder of this Warrant. The Company will furnish or
cause to be furnished to such holder a certificate setting forth (a) such
adjustments and readjustments, (b) the Warrant Price at the time in effect and
how it was calculated and (c) the number of shares of Common Stock issuable upon
exercise hereof and the amount, if any, of other property at the time receivable
upon the exercise of the Warrant.

                  2.7 Other Dilutive Events. If any event shall occur as to
which the provisions of Section 2 are not strictly applicable but the failure to
make any adjustment would not fairly protect the purchase rights represented by
this Warrant in accordance with the essential intent and principles of such
sections, then, in each such case, the Board of Directors of the Company shall
make such adjustment, if any, on a basis consistent with the essential intent
and principles established in Section 2, necessary to preserve, without
dilution, the purchase rights represented by this Warrant. The Company will
promptly notify the Investor of any such adjustments and shall make the
suggested adjustments.

                  2.8 No Dilution or Impairment. The Company will not, by
amendment of its certificate of incorporation or through any consolidation,
merger, reorganization, transfer of assets, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance

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or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the holder of this Warrant against dilution or other impairment.

         Without limiting the generality of the foregoing, the Company (a) will
not permit the par value of any shares of stock receivable upon the exercise of
this Warrant to exceed the amount payable therefor upon such exercise, (b) will
take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
stock on the exercise of the Warrants from time to time outstanding; and (c)
will not take any action which results in any adjustments of the Warrant Price
if the total number of shares of Common Stock issuable after the action upon the
exercise of all of the Warrants would exceed the total number of shares of
Common Stock then authorized by the Company's certificate of incorporation and
available for the purpose of issue upon such exercise.

                  2.9      Notices of Record Date etc. In the event of:

                           (a) any taking by the Company of a record of the
holders of any class of securities of the Company for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend payable out of earned surplus at the same rate as that of the last such
cash dividend theretofore paid) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right;

                           (b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets of the Company to any other
person or any consolidation or merger involving the Company; or

                           (c) any voluntary or involuntary dissolution,
liquidation or winding-up of the Company,

the Company will mail to the holder of this Warrant at least fifteen (15) days
prior to the earliest date specified below, a notice specifying: (i) the date on
which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right; and (ii) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding-up is expected to become effective and the record date for determining
stockholders entitled to vote thereon and the time, if any such time is to be
fixed, as of which the holders of record of Common Stock shall be entitled to
exchange their shares of Common Stock for the securities or other property
deliverable upon such reorganization, reclassification, recapitalization,
consolidation, merger, transfer, dissolution, liquidation or winding-up.

         3. Fractional Shares. No fractional shares shall be issued in
connection with any exercise of this Warrant. In lieu of the issuance of such
fractional share, the Company shall make a cash payment equal to the then fair


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market value of such fractional share as determined in accordance with Section
1.5 hereof.

         4.       Representations and Warranties of the Company.

                  4.1 Authorization. The Company has full power and authority to
enter into this Warrant. This Warrant has been duly authorized, executed and
delivered by the Company and constitutes its valid and legally binding
obligation, enforceable in accordance with its terms.

                  4.2 Reservation of Common Stock. The Company shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of this Warrant,
such number of its shares of Common Stock, free from preemptive rights, as shall
from time to time be sufficient to effect the exercise of this Warrant, and if
at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the exercise of the entire Warrant, in addition to
such other remedies as shall be available to the holder of this Warrant, the
Company will take such action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes. If any shares of its Common Stock to be reserved for the
purpose of issuance upon exercise of the Warrants require registration with or
approval of any governmental authority under any applicable law before such
shares of Common Stock may be validly issued or delivered, then it shall secure
such registration or approval, as the case may be, and maintain such
registration or approval in effect so long as so required.

                  4.3 Adjustment in Number of Shares Issuable and Purchase
Price. There has not been nor will there be any adjustment to the number of
shares issuable or the purchase price payable upon the exercise of any
securities of the Company convertible into or exchangeable for shares of Common
Stock resulting from the issuance or exercise of this Warrant.

                  4.4 Valid Issuance. This Warrant, when issued and delivered in
accordance with the terms hereof, will be duly authorized and validly issued,
and the Common Stock issuable upon the exercise hereof, when issued pursuant to
the terms hereof and upon payment of the exercise price, shall, upon such
issuance, be duly authorized, validly issued, fully paid and nonassessable.

         5. Privilege of Stock Ownership. Prior to the exercise of this Warrant,
the Investor shall not be entitled, by virtue of holding this Warrant, to any
rights of a stockholder of the Company, including (without limitation) the right
to vote, receive dividends or other distributions, exercise preemptive rights or
be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company. Nothing in this Section 5, however, shall limit the right of the
Investor to be provided the notices described in Section 2 hereof or to
participate in distributions described in Section 2 hereof if the Investor
ultimately exercises this Warrant.

         6. Limitation of Liability. Except as otherwise provided herein, in the
absence of affirmative action by the holder hereof to purchase the Common Stock
in accordance herewith, no mere enumeration herein of the rights or privileges
of the holder hereof shall give rise to an obligation on such holder to purchase

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any securities or any liability of such holder for the purchase price or as a
stockholder of the Company, whether such obligation or liability is asserted by
the Company or by creditors of the Company.

         7. Representations and Warranties of the Investor. The Investor
represents and warrants to the Company as follows:

                  7.1 Investment Experience. The Investor represents that it can
bear the economic risk of its investment and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Warrant and the Common Stock issuable upon
exercise hereof. The Investor also represents it has not been organized solely
for the purpose of acquiring the Warrant or the Common Stock issuable upon
exercise hereof.

                  7.2 Restricted Securities. The Investor understands that the
Warrant being issued hereunder and the Common Stock issuable upon exercise
hereof are characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and have not been registered under the Act nor
qualified under applicable state securities laws and that under such laws and
applicable regulations such securities may not be resold without registration
under the Act, except in certain limited circumstances. In this connection, the
Investor represents that it is familiar with Rule 144 promulgated under the Act
("Rule 144"), as presently in effect, and understands the resale limitations
imposed thereby and by the Act.

                  7.3 Accredited Investor. The Investor is an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated under the
Act.

                  7.4 Legends. It is understood that the certificates evidencing
the Common Stock issuable upon exercise hereof may bear the following legend:

        "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD,
         OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
         ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
         SECURITIES UNDER SUCH ACT OR AN EXEMPTION TO SUCH ACT"

         8.       Transfers and Exchanges.

                  8.1 The Investor agrees not to sell, hypothecate, pledge or
otherwise dispose of any interest in the Warrant or the Common Stock issuable
upon exercise hereof in the United States, its territories, possessions or any
area subject to its jurisdiction, or to any person who is a national thereof or
resident therein (including any estate of such person), or any corporation,
partnership or other entity created or organized therein, other than in
accordance with the Act.

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                  8.2 Upon presentation to the Company's transfer agent of the
form of Assignment attached hereto, a new Warrant shall be issued to the new
holder hereof. New Warrants issued in connection with transfers or exchanges
shall not require the signature of the new holder hereof and shall be identical
in form and provision to this Warrant except as to the number of shares.

                  8.3 Each certificate evidencing the shares of Common Stock
issued upon exercise of this Warrant, or upon any transfer of such shares (other
than a transfer registered under the Act or any subsequent transfer of shares so
registered) shall, at the option of the Company, contain a legend, in form and
substance reasonably satisfactory to the Company and its counsel, restricting
the transfer of such shares to sales or other dispositions exempt from the
requirements of the Act.

                  8.4 Ownership of Warrants. The Company may treat the person in
whose name any Warrant is registered on the register kept at the office of the
Company maintained pursuant to Section 8.5(a) as the owner and holder thereof
for all purposes, notwithstanding any notice to the contrary, except that, if
and when any Warrant is properly assigned in blank, the Company may (but shall
not be obligated to) treat the bearer thereof as the owner of such Warrant for
all purposes, notwithstanding any notice to the contrary. A Warrant, if properly
assigned, may be exercised by a new holder without a new Warrant first having
been issued.

                  8.5 Transfer and Exchange of Warrants.

                           (a) The Company will serve as its own transfer agent
for purposes of this Warrant, where notices, presentations and demands in
respect of this Warrant may be made upon it, until such time as the Company
shall notify the holders of the Warrants of any change in such transfer agent;
and

                           (b) Upon the surrender of any Warrant, properly
endorsed, for registration of transfer or for exchange, the Company at its
expense will execute and deliver to or upon the order of the holder thereof a
new Warrant or Warrants of like tenor, in the name of such holder or as such
holder (upon payment by such holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock called for on the face or faces of the Warrant or
Warrants so surrendered.

         9. Successors and Assigns. The terms and provisions of this Warrant
shall be binding upon the Company and the Investor and their respective
successors and assigns, subject at all times to the restrictions set forth
herein.

         10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

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         11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or Sunday or shall be a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a legal holiday.

         12. Amendments and Waivers. Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Investor. Any such amendment or waiver
shall be binding on the parties.

         13. Governing Law. The terms and conditions of this Warrant shall be
governed by and construed in accordance with Nevada law, without regard to
conflict of law provisions.

         14. Notices. Except as otherwise provided in this Warrant, any
requirement for a notice, demand or request under this Warrant will be satisfied
by a writing (a) hand delivered with receipt; (b) mailed by United States
registered or certified mail or Express Mail, return receipt requested, postage
prepaid; or (c) sent by Federal Express or any other nationally recognized
overnight courier service, and addressed as follows: if to the holder, at its
address as shown on the books of the Company; and if to the Company, to the
Company's principal office which is currently located at 36 W. 44th Street,
Suite 1209, New York, NY 10036, Attn: Chief Financial Officer. All notices that
are sent in accordance with this Section 14 will be deemed received by the
holder or the Company on the earliest of the following applicable time periods:
(i) the date the return receipt is executed; or (ii) the date delivered as
documented by the overnight courier service or the hand delivery receipt. Either
the holder or the Company may designate a change of address by written notice to
the other party.

         15. Remedies. The Company acknowledges and agrees that irreparable
harm, for which there may be no adequate remedy at law and for which the
ascertainment of damages would be difficult, would occur in the event any of the
provisions of this Warrant were not performed in accordance with its specific
terms or were otherwise breached. The Company accordingly agrees that the
holders shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Warrant and to enforce specifically the terms and
provisions hereof in any court of the United States or any state thereof having
jurisdiction, in each instance without being required to post bond or other
security and in addition to, and without having to prove the inadequacy of other
remedies at law.

              Warrant for the Purchase of Shares of Common Stock of
                           X-Change Corporation, Inc.

                                      X-CHANGE CORPORATION, INC.


                                      By:     _____________________________
                                               Name:
                                               Title: President

                                               Dated:  January 15, 2002



<PAGE>





                                  SUBSCRIPTION



X-Change Corporation
36 W. 44th Street, Suite 1209
New York, NY  10036


Ladies and Gentlemen:

         The undersigned, _______________________ , hereby elects to purchase,
pursuant to the provisions of the Warrant dated, January 15, 2002 held by the
undersigned, ___________ shares of the Common Stock of X-Change Corporation, a
Nevada corporation, and tenders herewith payment of the purchase price of such
shares in full.

         In exercising its rights to purchase such Common Stock, the undersigned
hereby confirms the investment representations made in Section 7 of such
Warrant.

Dated: ______________, 200_.



                                               ______________________________

                                               By ___________________________


                                    Address:   ______________________________

                                               ______________________________







<PAGE>



                              [FORM OF ASSIGNMENT]

The undersigned hereby assigns this Warrant to


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
         (Print or type name, address and zip code of assignee)

Please insert Social Security or other
identifying number of assignee


_______________________________________


and irrevocably appoints ____________________________ as agent to transfer this
Warrant on the books of the Company. The agent may substitute another to act for
him or it.


Dated:______________________________          Signed:________________________


______________________________________________________________________________
(Sign exactly as name appears on the front of this Warrant)




Dated:_______________________________          Signed:_______________________
                                               Name:_________________________
                                               Title:________________________