EXHIBIT 10.10


WARRANT


THE  SECURITIES  REPRESENTED  BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE
SECURITIES  HAVE  BEEN  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO  THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE  FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH  A  BONA  FIDE  MARGIN  ACCOUNT.

                                 FOREFRONT INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant  No.:  SPA-PA004                                    Number  of  Shares:

Date of Issuance: May 30, 2001

Forefront Inc., a Nevada corporation (the "COMPANY"), hereby certifies that, for
Ten  United  States  Dollars ($10.00) and other good and valuable consideration,
the  receipt  and  sufficiency  of which are hereby acknowledged,          , the
registered  holder  hereof or its permitted assigns, is entitled, subject to the
terms  set  forth  below,  to  purchase  from the Company upon surrender of this
Warrant,  at  any time or times on or after the date hereof, but not after 11:59
P.M.  Eastern  Time on the Expiration Date (as defined herein)        fully paid
and nonassessable shares of Common Stock (as defined herein) of the Company (the
"WARRANT  SHARES")  at  the  purchase  price  per share provided in Section 1(b)
below;  provided,  however,  that  in  no  event shall the holder be entitled to
exercise this Warrant for a number of Warrant Shares in excess of that number of
Warrant  Shares  which,  upon  giving  effect  to such exercise, would cause the
aggregate  number of shares of Common Stock beneficially owned by the holder and
its  affiliates  to  exceed  4.99% of the outstanding shares of the Common Stock
following  such  exercise,  except  within  60 days of the Expiration Date.  For
purposes  of  the  foregoing  proviso,  the aggregate number of shares of Common
Stock  beneficially  owned  by  the  holder and its affiliates shall include the
number  of  shares  of  Common Stock issuable upon exercise of this Warrant with
respect  to  which  the  determination  of such proviso is being made, but shall
exclude  shares of Common Stock which would be issuable upon (i) exercise of the


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remaining,  unexercised  Warrants  beneficially  owned  by  the  holder  and its
affiliates  and  (ii)  exercise  or conversion of the unexercised or unconverted
portion  of any other securities of the Company beneficially owned by the holder
and  its  affiliates  (including,  without  limitation, any convertible notes or
preferred  stock) subject to a limitation on conversion or exercise analogous to
the limitation contained herein.  Except as set forth in the preceding sentence,
for  purposes  of  this  paragraph,  beneficial ownership shall be calculated in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended.  For purposes of this Warrant, in determining the number of outstanding
shares  of Common Stock a holder may rely on the number of outstanding shares of
Common  Stock  as  reflected  in (1) the Company's most recent Form 10-Q or Form
10-K,  as  the case may be, (2) a more recent public announcement by the Company
or  (3)  any other notice by the Company or its transfer agent setting forth the
number  of  shares of Common Stock outstanding.  Upon the written request of any
holder,  the Company shall promptly, but in no event later than one (1) Business
Day  following the receipt of such notice, confirm in writing to any such holder
the  number of shares of Common Stock then outstanding.  In any case, the number
of  outstanding  shares of Common Stock shall be determined  after giving effect
to the exercise of Warrants (as defined below) by such holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was
reported.

     Section  1.

          (a)     Placement  Agent Agreement.  This Warrant is one of the common
                  --------------------------
stock  purchase warrants (the "WARRANTS") issued pursuant to the Placement Agent
Agreement  dated as of January 10, 2001 between the Company and May Davis Group,
Inc.  (the  "PLACEMENT  AGENT  AGREEMENT").

          (b)     Definitions.  The  following  words  and terms as used in this
                  -----------
Warrant  shall  have  the  following  meanings:

               (i)     "APPROVED  STOCK  PLAN"  means  any employee benefit plan
which  has  been  approved by the Board of Directors of the Company, pursuant to
which  the  Company's  securities  may  be  issued  to  any employee, officer or
director  for  services  provided  to  the  Company.

               (ii)     "BUSINESS DAY" means any day other than Saturday, Sunday
or other day on which commercial banks in the City of New York are authorized or
required  by  law  to  remain  closed.

               (iii)     "CLOSING  BID  PRICE"  means  the  closing bid price of
Common  Stock  as  quoted  on  the  Principal  Market  (as reported by Bloomberg
Financial  Markets  ("BLOOMBERG")  through  its  "Volume  at  Price"  function).

               (iv)     "COMMON STOCK" means (i) the Company's common stock, par
value  $0.001 per share, and (ii) any capital stock into which such Common Stock
shall  have  been changed or any capital stock resulting from a reclassification
of  such  Common  Stock.


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               (v)     "PURCHASE  AGREEMENT"  means  the  Securities  Purchase
Agreement  dated  as of January 10, 2001 between the Company and the Buyer named
therein  for  the  purchase  of  Common  Stock  by  the  Investor.

               (vi)     "EXCLUDED  SECURITIES"  means, provided such security is
issued  at  a  price which is greater than or equal to the arithmetic average of
the  Closing Bid Prices of the Common Stock for the ten (10) consecutive trading
days  immediately  preceding the date of issuance, any of the following: (a) any
issuance by the Company of securities in connection with a strategic partnership
or  a  joint  venture  (the  primary  purpose  of  which  is not to raise equity
capital),  (b)  any issuance by the Company of securities as consideration for a
merger  or  consolidation or the acquisition of a business, product, license, or
other  assets  of another person or entity and (c) options to purchase shares of
Common  Stock,  provided  (I)  such  options  are  issued after the date of this
Warrant  to  employees of the Company within 30 days of such employee's starting
his  employment with the Company, and (II) the exercise price of such options is
not  less than the CLOSING BID PRICE of the Common Stock on the date of issuance
of  such  option.

               (vii)     "EXPIRATION  DATE"  means  the date five (5) years from
the  Issuance  Date of this Warrant or, if such date falls on a Saturday, Sunday
or  other day on which banks are required or authorized to be closed in the City
of  New York or the State of New York or on which trading does not take place on
the  Principal  Exchange or automated quotation system on which the Common Stock
is  traded  (a  "HOLIDAY"),  the  next  date  that  is  not  a  Holiday.

               (viii)     "ISSUANCE  DATE"  means  the  date  hereof.

               (ix)     "OPTIONS"  means  any  rights,  warrants  or  options to
subscribe  for  or  purchase  Common  Stock  or  Convertible  Securities.

               (x)     "OTHER  SECURITIES"  means (i) those options and warrants
of  the  Company  issued prior to, and outstanding on, the Issuance Date of this
Warrant,  (ii)  the  shares of Common Stock issuable on exercise of such options
and  warrants,  provided  such  options  and  warrants are not amended after the
Issuance  Date  of  this  Warrant and (iii) the shares of Common Stock issuabale
upon  exercise  of  this  Warrant.

               (xi)     "PERSON"  means  an  individual,  a  limited  liability
company,  a  partnership,  a  joint  venture,  a  corporation,  a  trust,  an
unincorporated  organization  and  a  government  or  any  department  or agency
thereof.

               (xii)     "PRINCIPAL  MARKET"  means the New York Stock Exchange,
the  American  Stock  Exchange,  the Nasdaq National Market, the Nasdaq SmallCap
Market,  whichever  is  at the time the principal trading exchange or market for
such  security,  or the over-the-counter market on the electronic bulletin board
for  such security as reported by BLOOMBERG or, if no bid or sale information is
reported  for  such security by BLOOMBERG, then the average of the bid prices of
each  of the market makers for such security as reported in the "pink sheets" by
the  National  Quotation  Bureau,  Inc.


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<PAGE>
               (xiii)     "REGISTRATION RIGHTS AGREEMENT" means the Registration
Rights  Agreement dated as of January 10, 2001 between the Company and May Davis
with  respect to the registration rights pertaining to the Common Stock issuable
upon  exercise  of  this  Warrant.

               (xiv)     "SECURITIES  ACT"  means the Securities Act of 1933, as
amended.

               (xv)     "WARRANT"  means this Warrant and all Warrants issued in
exchange,  transfer  or  replacement  thereof.

               (xvi)     "WARRANT  EXERCISE  PRICE" shall be 110% of the Closing
Bid  Price  of  the  Company's  Common  Stock  on  the  Closing  Date.

               (xvii)     "WARRANT  SHARES"  means  the  shares  of Common Stock
issuable  at  any  time  upon  exercise  of  this  Warrant.

          (c)  Other  Definitional  Provisions.
               -------------------------------

               (i)     Except  as  otherwise  specified  herein,  all references
herein  (A)  to  the Company shall be deemed to include the Company's successors
and  (B)  to  any  applicable  law defined or referred to herein shall be deemed
references to such applicable law as the same may have been or may be amended or
supplemented  from  time  to  time.

               (ii)     When used in this Warrant, the words "HEREIN", "HEREOF",
and  "HEREUNDER"  and  words of similar import, shall refer to this Warrant as a
whole  and  not  to  any  provision  of  this  Warrant, and the words "SECTION",
"SCHEDULE", and "EXHIBIT" shall refer to Sections of, and Schedules and Exhibits
to,  this  Warrant  unless  otherwise  specified.

               (iii)     Whenever  the  context  so  requires, the neuter gender
includes the masculine or feminine, and the singular number includes the plural,
and  vice  versa.

     Section  2.  Exercise  of  Warrant.
                  ---------------------

          (a)     Subject  to  the terms and conditions hereof, this Warrant may
be  exercised  by the holder hereof then registered on the books of the Company,
pro  rata  as  hereinafter provided, at any time on any Business Day on or after
the  opening  of  business  on  such Business Day, commencing with the first day
after  the Closing Date, and prior to 11:59 P.M.  Eastern Time on the Expiration
Date,  by  (i)  delivery  of  a  written notice, in the form of the subscription
notice  attached  as  Exhibit A hereto (the "EXERCISE NOTICE"), of such holder's
                      ---------
election  to  exercise  this  Warrant,  which notice shall specify the number of
Warrant  Shares  to  be  purchased, (ii) (A) payment to the Company of an amount
equal  to  the  Warrant Exercise Price(s) applicable to the Warrant Shares being
purchased, multiplied by the number of Warrant Shares (at the applicable Warrant
Exercise Price) as to which this Warrant is being exercised (plus any applicable
issue  or  transfer  taxes)  (the  "AGGREGATE  EXERCISE  PRICE") in cash or wire
transfer  of immediately available funds or (B) notification to the Company that
this  Warrant  is being exercised pursuant to a Cashless Exercise (as defined in
Section  2(f))  and  (iii)  the surrender of this Warrant (or an indemnification
undertaking  with  respect  to  this  Warrant  in the case of its loss, theft or
destruction)  to  a common carrier for overnight delivery to the Company as soon
as  practicable following such date.  In the event of any exercise of the rights
represented  by  this  Warrant in compliance with this Section 2(a), the Company
shall  on  the second Business Day following the date of receipt of the Exercise


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<PAGE>
Notice, the Aggregate Exercise Price (or notice of a Cashless Exercise) and this
Warrant  (or  an indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction) and, except for a Cashless Exercise, the
receipt  of  the representations of the holder specified in Section 6 hereof, if
requested  by  the  Company.  (the  "EXERCISE  DELIVERY  DOCUMENTS"), and if the
Common  Stock  is  DTC eligible credit such aggregate number of shares of Common
Stock  to  which  the holder shall be entitled to the holder's or its designee's
balance  account  with  The  Depository Trust Company; provided, however, if the
holder  who  submitted the Exercise Notice requested physical delivery of any or
all  of the Warrant Shares, or, if the Common Stock is not DTC eligible then the
Company  shall,  on  or  before the second Business Day following receipt of the
Exercise  Delivery  Documents,  issue  and  surrender  to  a  common carrier for
overnight  delivery  to  the  address  specified  in  the  Exercise  Notice,  a
certificate,  registered  in the name of the holder, for the number of shares of
Common  Stock  to  which  the holder shall be entitled pursuant to such request.
Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause  (ii)(A)  above  or  notification  to  the Company of a Cashless Exercise
referred  to in Section 2(e), the holder of this Warrant shall be deemed for all
corporate  purposes  to  have  become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised.  In the case of a dispute
as  to the determination of the Warrant Exercise Price, the Closing Bid Price or
the  arithmetic  calculation  of  the Warrant Shares, the Company shall promptly
issue  to the holder the number of Warrant Shares that is not disputed and shall
submit  the disputed determinations or arithmetic calculations to the holder via
facsimile  within  one  (1)  Business  Day  of  receipt of the holder's Exercise
Notice.  If  the  holder  and  the  Company  are  unable  to  agree  upon  the
determination  of  the  Warrant  Exercise Price or arithmetic calculation of the
Warrant  Shares  within one (1) day of such disputed determination or arithmetic
calculation  being  submitted  to the holder, then the Company shall immediately
submit  via  facsimile  (i)  the  disputed determination of the Warrant Exercise
Price  or  the Closing Bid Price to an independent, reputable investment banking
firm  or  (ii)  the disputed arithmetic calculation of the Warrant Shares to its
independent,  outside  accountant The Company shall cause the investment banking
firm  or  the  accountant,  as the case may be, to perform the determinations or
calculations  and notify the Company and the holder of the results no later than
forty-eight  (48) hours from the time it receives the disputed determinations or
calculations.  Such  investment  banking firm's or accountant's determination or
calculation,  as  the  case  may  be, shall be deemed conclusive absent manifest
error.

          (b)     Unless  the  rights  represented  by  this  Warrant shall have
expired  or  shall  have  been  fully  exercised,  the Company shall, as soon as
practicable and in no event later than five (5) Business Days after any exercise
and  at  its  own expense, issue a new Warrant identical in all respects to this
Warrant  exercised  except  it  shall represent rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant
exercised,  less the number of Warrant Shares with respect to which such Warrant
is  exercised.

          (c)     No  fractional  Warrant  Shares  are to be issued upon any pro
rata  exercise  of  this Warrant, but rather the number of Warrant Shares issued
upon  such  exercise  of this Warrant shall be rounded up or down to the nearest
whole  number.


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<PAGE>
          (d)     If the Company or its Transfer Agent shall fail for any reason
or for no reason to issue to the holder within ten (10) Business Days of receipt
of  the  Exercise  Delivery  Documents,  a certificate for the number of Warrant
Shares to which the holder is entitled or to credit the holder's balance account
with The Depository Trust Company for such number of Warrant Shares to which the
holder  is  entitled  upon  the  holder's  exercise of this Warrant, the Company
shall,  in  addition  to  any other remedies under this Warrant or the Placement
Agent Agreement or otherwise available to such holder, pay as additional damages
in  cash to such holder on each day the issuance of such certificate for Warrant
Shares  is not timely effected an amount equal to 0.5% of the product of (A) the
sum  of  the number of Warrant Shares not issued to the holder on a timely basis
and to which the holder is entitled, and (B) the Closing Bid Price of the Common
Stock for the trading day immediately preceding the last possible date which the
Company could have issued such Common Stock to the holder without violating this
Section  2.

          (e)     If  within  fifteen  (10)  Business  Days  after the Company's
receipt  of  the Exercise Delivery Documents, the Company fails to deliver a new
Warrant  to  the holder for the number of Warrant Shares to which such holder is
entitled  pursuant  to  Section  2(b)  hereof,  then,  in  addition to any other
available  remedies  under  this  Warrant  or  the Placement Agent Agreement, or
otherwise  available to such holder, the Company shall pay as additional damages
in  cash  to  such  holder on each day after such tenth (10th) Business Day that
such  delivery  of such new Warrant is not timely effected in an amount equal to
0.25%  of  the  product  of  (A) the number of Warrant Shares represented by the
portion  of  this  Warrant  which is not being exercised and (B) the Closing Bid
Price  of  the  Common  Stock for the trading day immediately preceding the last
possible  date  which  the  Company could have issued such Warrant to the holder
without  violating  this  Section  2.

          (f)     If  the  Warrant  Shares  are  not  covered  by  an  effective
registration  statement for the resale of the Warrant Shares, the holder of this
Warrant  may,  at  its  election exercised in its sole discretion, exercise this
Warrant  to  the  extent  then  exercisable,  in  lieu  of making payment of the
Aggregate  Exercise  Price  in cash, elect instead to receive upon such exercise
the "Net Number" of shares of Common Stock determined according to the following
formula  (a  "CASHLESS  EXERCISE"):

     Net  Number  =  (A  x  B)  -  (A  x  C)
                     -----------------------
                                B

               For  purposes  of  the  foregoing  formula:

                        A= the total number of Warrant Shares with respect to
                        which this Warrant is then being  exercised.

                        B=  the  Closing  Bid  Price  of the Common Stock on the
                        date of exercise of the Warrant.

                        C=  the  Warrant Exercise Price then in effect for the
                        applicable Warrant Shares at  the time of such exercise.


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<PAGE>
     Section  3.     Covenants as to Common Stock.  The Company hereby covenants
                     ----------------------------
and  agrees  as  follows:

          (a)     This  Warrant  is, and any Warrants issued in substitution for
or  replacement  of  this  Warrant  will  upon  issuance be, duly authorized and
validly  issued.

          (b)     All  Warrant  Shares  which may be issued upon the exercise of
the  rights  represented by this Warrant will, upon issuance, be validly issued,
fully  paid  and  nonassessable  and free from all taxes, liens and charges with
respect  to  the  issue  thereof.

          (c)     During  the period within which the rights represented by this
Warrant  may  be  exercised,  the  Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to provide
for  the  exercise  of  the  rights then represented by this Warrant and the par
value  of  said shares will at all times be less than or equal to the applicable
Warrant  Exercise  Price.

          (d)     The  Company shall promptly file a registration statement with
the  Securities  and  Exchange  Commission  to secure the listing of the Warrant
Shares  on  the  Principal  Market  in  accordance with the terms and conditions
regarding  the  registration  rights  of  holders  of  Warrants set forth in the
Registration Rights Agreement and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all Warrant Shares from time to
time  issuable  upon the exercise of this Warrant; and the Company shall so list
on  each national securities exchange or automated quotation system, as the case
may be, and shall maintain such listing of, any other shares of capital stock of
the  Company  issuable  upon  the exercise of this Warrant if and so long as any
shares of the same class shall be listed on such national securities exchange or
automated  quotation  system.

          (e)     The  Company  will  not,  by  amendment  of its Certificate of
Incorporation  or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid  or  seek to avoid the observance or performance of any of the terms to be
observed  or  performed  by  it  hereunder,  but will at all times in good faith
assist  in  the  carrying  out  of all the provisions of this Warrant and in the
taking  of  all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against  dilution  or other impairment, consistent with the tenor and purpose of
this  Warrant.  The  Company  will  not  increase the par value of any shares of
Common  Stock  receivable  upon  the  exercise of this Warrant above the Warrant
Exercise  Price  then  in  effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully  paid  and  nonassessable shares of Common Stock upon the exercise of this
Warrant.

          (f)     This Warrant will be binding upon any entity succeeding to the
Company  by  merger, consolidation or acquisition of all or substantially all of
the  Company's  assets.

     Section  4.     Taxes.  The Company shall pay any and all taxes, except any
                     -----
applicable  withholding,  which  may be payable with respect to the issuance and
delivery  of  Warrant  Shares  upon  exercise  of  this  Warrant.


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     Section  5.     Warrant  Holder  Not  Deemed  a  Stockholder.  Except  as
                     --------------------------------------------
otherwise  specifically  provided  herein,  no  holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares
of capital stock of the Company for any purpose, nor shall anything contained in
this  Warrant be construed to confer upon the holder hereof, as such, any of the
rights  of  a  stockholder of the Company or any right to vote, give or withhold
consent  to  any  corporate  action (whether any reorganization, issue of stock,
reclassification  of  stock,  consolidation,  merger,  conveyance or otherwise),
receive  notice  of  meetings,  receive  dividends  or  subscription  rights, or
otherwise,  prior  to  the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In  addition,  nothing contained in this Warrant shall be construed as
imposing  any  liabilities  on  such  holder  to  purchase  any securities (upon
exercise  of  this  Warrant  or  otherwise)  or as a stockholder of the Company,
whether  such  liabilities  are  asserted  by the Company or by creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this  Warrant with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to  the  stockholders.

     Section  6.     Representations  of Holder.  The holder of this Warrant, by
                     ---------------------------
the  acceptance  hereof,  represents  that  it is acquiring this Warrant and the
Warrant  Shares  for  its  own  account  for investment only and not with a view
towards,  or  for  resale in connection with, the public sale or distribution of
this  Warrant  or  the  Warrant  Shares,  except pursuant to sales registered or
exempted  under  the  Securities  Act;  provided,  however,  that  by making the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right
to dispose of this Warrant and the Warrant Shares at any time in accordance with
or  pursuant  to  a  registration statement or an exemption under the Securities
Act.  The holder of this Warrant further represents, by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in  Rule  501(a)(1)  of  Regulation D promulgated by the Securities and Exchange
Commission  under  the Securities Act (an "ACCREDITED INVESTOR").  Upon exercise
of  this  Warrant, other than pursuant to a Cashless Exercise, the holder shall,
if  requested  by the Company, confirm in writing, in a form satisfactory to the
Company,  that the Warrant Shares so purchased are being acquired solely for the
holder's  own  account and not as a nominee for any other party, for investment,
and  not  with  a  view toward distribution or resale and that such holder is an
Accredited  Investor.  If  such  holder cannot make such representations because
they  would  be  factually  incorrect,  it shall be a condition to such holder's
exercise  of  this Warrant, other than pursuant to a Cashless Exercise, that the
Company  receive  such other representations as the Company considers reasonably
necessary  to  assure  the  Company  that  the  issuance  of its securities upon
exercise of this Warrant shall not violate any United States or state securities
laws.


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<PAGE>
     Section  7.     Ownership  and  Transfer.
                     ------------------------

          (a)     The  Company shall maintain at its principal executive offices
(or  such other office or agency of the Company as it may designate by notice to
the  holder  hereof),  a  register  for this Warrant, in which the Company shall
record  the  name  and address of the person in whose name this Warrant has been
issued,  as  well  as  the name and address of each transferee.  The Company may
treat  the person in whose name any Warrant is registered on the register as the
owner  and  holder  thereof  for all purposes, notwithstanding any notice to the
contrary,  but  in  all events recognizing any transfers made in accordance with
the  terms  of  this  Warrant.

          (b)     The  Company  is  obligated to register the Warrant Shares for
resale  under  the  Securities Act pursuant to the Registration Rights Agreement
and  the  initial  holder  of  this  Warrant  (and certain assignees thereof) is
entitled  to  the  registration  rights  in respect of the Warrant Shares as set
forth  in the Registration Rights Agreement. NO ASSIGNMENT SHALL BE MADE, BY ANY
HOLDER,  UNLESS  TO  A  NASD  REGISTERED  BROKER  DEALER.

     Section  8.     Adjustment  of Warrant Exercise Price and Number of Shares.
                     ----------------------------------------------------------
The  Warrant  Exercise  Price  and the number of shares of Common Stock issuable
upon  exercise  of  this Warrant shall be adjusted from time to time as follows:

          (a)     Adjustment of Warrant Exercise Price and Number of Shares upon
                   -------------------------------------------------------------
Issuance of Common Stock.  If and whenever on or after the Issuance Date of this
------------------------
Warrant,  the  Company issues or sells, or is deemed to have issued or sold, any
shares  of  Common  Stock (other than (i) Excluded Securities and (ii) shares of
Common  Stock  which  are issued or deemed to have been issued by the Company in
connection  with  an  Approved  Stock Plan or upon exercise or conversion of the
Other  Securities)  for  a  consideration  per  share  less  than  a  price (the
"APPLICABLE  PRICE")  equal  to the Warrant Exercise Price in effect immediately
prior  to  such  issuance or sale, then immediately after such issue or sale the
Warrant  Exercise  Price  then  in effect shall be reduced to an amount equal to
such consideration per share.  Upon each such adjustment of the Warrant Exercise
Price  hereunder,  the  number  of Warrant Shares issuable upon exercise of this
Warrant  shall be adjusted to the number of shares determined by multiplying the
Warrant  Exercise  Price  in  effect immediately prior to such adjustment by the
number  of  Warrant  Shares  issuable  upon exercise of this Warrant immediately
prior  to  such  adjustment  and  dividing  the  product  thereof by the Warrant
Exercise  Price  resulting  from  such  adjustment.

          (b)     Effect  on  Warrant  Exercise  Price  of  Certain Events.  For
                   --------------------------------------------------------
purposes  of  determining the adjusted Warrant Exercise Price under Section 8(a)
above,  the  following  shall  be  applicable:

               (i)     Issuance  of  Options.  If  after  the  date  hereof, the
                       ---------------------
Company  in  any  manner  grants  any Options and the lowest price per share for
which one share of Common Stock is issuable upon the exercise of any such Option
or  upon  conversion  or  exchange  of  any convertible securities issuable upon
exercise  of  any such Option is less than the Applicable Price, then such share
of  Common  Stock  shall be deemed to be outstanding and to have been issued and
sold  by the Company at the time of the granting or sale of such Option for such
price  per  share.  For  purposes  of this Section 8(b)(i), the lowest price per
share  for  which  one  share  of Common Stock is issuable upon exercise of such


                                      110
<PAGE>
Options  or  upon conversion or exchange of such Convertible Securities shall be
equal  to  the  sum  of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of Common Stock upon the
granting  or  sale of the Option, upon exercise of the Option or upon conversion
or  exchange  of any Convertible Security issuable upon exercise of such Option.
No  further  adjustment  of  the  Warrant  Exercise Price shall be made upon the
actual  issuance of such Common Stock or of such Convertible Securities upon the
exercise  of  such Options or upon the actual issuance of such Common Stock upon
conversion  or  exchange  of  such  Convertible  Securities.

               (ii)     Issuance  of  Convertible Securities.  If the Company in
                        ------------------------------------
any  manner  issues or sells any Convertible Securities and the lowest price per
share  for  which  one  share of Common Stock is issuable upon the conversion or
exchange  thereof  is  less than the Applicable Price, then such share of Common
Stock  shall be deemed to be outstanding and to have been issued and sold by the
Company  at  the time of the issuance or sale of such Convertible Securities for
such  price  per  share.  For  the purposes of this Section 8(b)(ii), the lowest
price  per  share  for  which  one  share  of Common Stock is issuable upon such
conversion  or  exchange  shall  be  equal  to  the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share  of Common Stock upon the issuance or sale of the Convertible Security and
upon conversion or exchange of such Convertible Security.  No further adjustment
of  the  Warrant  Exercise  Price shall be made upon the actual issuance of such
Common  Stock upon conversion or exchange of such Convertible Securities, and if
any  such  issue or sale of such Convertible Securities is made upon exercise of
any  Options  for which adjustment of the Warrant Exercise Price had been or are
to  be  made  pursuant  to  other  provisions  of  this Section 8(b), no further
adjustment  of  the Warrant Exercise Price shall be made by reason of such issue
or  sale.

               (iii)     Change  in  Option Price or Rate of Conversion.  If the
                         ----------------------------------------------
purchase  price  provided  for  in any Options, the additional consideration, if
any,  payable  upon  the  issue,  conversion  or  exchange  of  any  Convertible
Securities, or the rate at which any Convertible Securities are convertible into
or exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in  effect  at the time of such change shall be adjusted to the Warrant Exercise
Price  which  would  have  been  in  effect  at  such  time  had such Options or
Convertible  Securities  provided  for  such  changed purchase price, additional
consideration  or  changed  conversion  rate,  as  the  case may be, at the time
initially granted, issued or sold and the number of Warrant Shares issuable upon
exercise  of  this Warrant shall be correspondingly readjusted.  For purposes of
this  Section 8(b)(iii), if the terms of any Option or Convertible Security that
was  outstanding  as  of  the  Issuance  Date of this Warrant are changed in the
manner  described  in  the  immediately  preceding sentence, then such Option or
Convertible  Security  and  the  Common  Stock  deemed  issuable  upon exercise,
conversion  or  exchange  thereof  shall be deemed to have been issued as of the
date  of such change.  No adjustment pursuant to this Section 8(b) shall be made
if  such  adjustment  would  result in an increase of the Warrant Exercise Price
then  in  effect.

          (c)     Effect  on  Warrant  Exercise  Price  of  Certain Events.  For
purposes  of determining the adjusted Warrant Exercise Price under Sections 8(a)
and  8(b),  the  following  shall  be  applicable:

               (i)     Calculation  of  Consideration  Received.  If  any Common
                       ----------------------------------------
Stock,  Options  or  Convertible Securities are issued or sold or deemed to have
been  issued  or  sold  for  cash,  the consideration received therefore will be


                                      110
<PAGE>
deemed  to  be  the net amount received by the Company therefore.  If any Common
Stock,  Options or Convertible Securities are issued or sold for a consideration
other  than  cash, the amount of such consideration received by the Company will
be  the  fair  value  of  such  consideration,  except  where such consideration
consists  of  marketable  securities,  in which case the amount of consideration
received  by the Company will be the Market Price of such securities on the date
of  receipt  of  such  securities.  If  any Common Stock, Options or Convertible
Securities  are  issued  to the owners of the non-surviving entity in connection
with  any  merger  in  which  the Company is the surviving entity, the amount of
consideration  therefore  will be deemed to be the fair value of such portion of
the  net  assets  and business of the non-surviving entity as is attributable to
such  Common  Stock, Options or Convertible Securities, as the case may be.  The
fair value of any consideration other than cash or securities will be determined
jointly  by  the  Company  and  the  holders  of  Warrants representing at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding.  If such parties are unable to reach agreement within ten (10) days
after  the  occurrence  of an event requiring valuation (the "VALUATION EVENT"),
the fair value of such consideration will be determined within five (5) Business
Days  after  the  tenth  (10th  )  day  following  the  Valuation  Event  by  an
independent, reputable appraiser jointly selected by the Company and the holders
of  Warrants representing at least two-thirds (b) of the Warrant Shares issuable
upon  exercise  of  the  Warrants  then  outstanding.  The determination of such
appraiser  shall be final and binding upon all parties and the fees and expenses
of  such  appraiser  shall  be  borne  jointly by the Company and the holders of
Warrants.

               (ii)     Integrated  Transactions.  In  case any Option is issued
                        ------------------------
in  connection  with  the  issue  or  sale  of  other securities of the Company,
together  comprising  one  integrated  transaction  in  which  no  specific
consideration  is  allocated to such Options by the parties thereto, the Options
will  be  deemed  to  have  been  issued  for  a  consideration  of  $.01.

               (iii)     Treasury  Shares.  The number of shares of Common Stock
                         ----------------
outstanding  at  any  given time does not include shares owned or held by or for
the  account  of the Company, and the disposition of any shares so owned or held
will  be  considered  an  issue  or  sale  of  Common  Stock.

               (iv)     Record  Date.  If  the  Company  takes  a  record of the
                        ------------
holders  of  Common  Stock  for  the  purpose of entitling them (1) to receive a
dividend  or  other  distribution  payable  in  Common  Stock,  Options  or  in
Convertible Securities or (2) to subscribe for or purchase Common Stock, Options
or  Convertible  Securities, then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued or
sold  upon  the  declaration  of  such  dividend  or  the  making  of such other
distribution  or  the  date  of  the  granting  of such right of subscription or
purchase,  as  the  case  may  be.

          (d)     Adjustment  of  Warrant  Exercise  Price  upon  Subdivision or
--------------------------------------------------------------------------------
Combination  of  Common  Stock.  If  the  Company  at any time after the date of
------------------------------
issuance  of  this  Warrant  subdivides  (by  any  stock  split, stock dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock  into  a  greater  number of shares, any Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the  number  of  shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased.  If the Company at any time after the date of


                                      112
<PAGE>
issuance  of  this  Warrant  combines  (by  combination,  reverse stock split or
otherwise)  one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to  such combination will be proportionately increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any  adjustment  under  this Section 8(d) shall become effective at the close of
business  on  the  date  the  subdivision  or  combination  becomes  effective.

          (e)     Distribution  of Assets.  If the Company shall declare or make
                  -----------------------
any  dividend  or  other  distribution  of  its assets (or rights to acquire its
assets)  to  holders  of  Common Stock, by way of return of capital or otherwise
(including,  without  limitation,  any  distribution  of  cash,  stock  or other
securities,  property  or  options  by  way  of  a  dividend,  spin  off,
reclassification,  corporate  rearrangement  or  other  similar  transaction) (a
"DISTRIBUTION"),  at  any time after the issuance of this Warrant, then, in each
such  case:

               (i)     any Warrant Exercise Price in effect immediately prior to
the  close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution shall be reduced, effective
as  of  the  close  of  business  on  such record date, to a price determined by
multiplying such Warrant Exercise Price by a fraction of which (A) the numerator
shall  be  the  Closing  Sale  Price  of  the  Common  Stock  on the trading day
immediately  preceding  such record date minus the value of the Distribution (as
determined  in good faith by the Company's Board of Directors) applicable to one
share  of  Common Stock, and (B) the denominator shall be the Closing Sale Price
of  the  Common Stock on the trading day immediately preceding such record date;
and

               (ii)     either  (A) the number of Warrant Shares obtainable upon
exercise  of  this Warrant shall be increased to a number of shares equal to the
number  of  shares  of Common Stock obtainable immediately prior to the close of
business  on  the  record  date fixed for the determination of holders of Common
Stock  entitled  to receive the Distribution multiplied by the reciprocal of the
fraction  set forth in the immediately preceding clause (i), or (B) in the event
that  the  Distribution  is  of  common stock of a company whose common stock is
traded  on  a  national  securities  exchange  or a national automated quotation
system,  then  the holder of this Warrant shall receive an additional warrant to
purchase  Common  Stock,  the terms of which shall be identical to those of this
Warrant,  except  that  such warrant shall be exercisable into the amount of the
assets  that  would  have been payable to the holder of this Warrant pursuant to
the Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to
the  terms  of  the  immediately  preceding  clause  (i).

          (f)     Certain  Events.  If any event occurs of the type contemplated
                  ---------------
by  the  provisions  of  this  Section  8 but not expressly provided for by such
provisions  (including,  without  limitation, the granting of stock appreciation
rights,  phantom  stock  rights  or other rights with equity features), then the
Company's  Board of Directors will make an appropriate adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise
of  this  Warrant  so  as  to protect the rights of the holders of the Warrants;
provided,  except  as set forth in section 8(d),that no such adjustment pursuant
to  this  Section  8(f) will increase the Warrant Exercise Price or decrease the
number  of shares of Common Stock obtainable as otherwise determined pursuant to
this  Section  8.


                                      113
<PAGE>
          (g)   Notices.
                -------

               (i)     Immediately  upon  any adjustment of the Warrant Exercise
Price,  the  Company  will  give  written  notice  thereof to the holder of this
Warrant,  setting forth in reasonable detail, and certifying, the calculation of
such  adjustment.

               (ii)     The  Company  will  give written notice to the holder of
this  Warrant  at  least  ten  (10)  days prior to the date on which the Company
closes  its  books  or  takes  a  record  (A)  with  respect  to any dividend or
distribution  upon  the  Common  Stock,  (B)  with  respect  to  any  pro  rata
subscription  offer  to holders of Common Stock or (C) for determining rights to
vote  with  respect  to  any  Organic  Change (as defined below), dissolution or
liquidation,  provided  that  such information shall be made known to the public
prior  to  or  in  conjunction  with  such notice being provided to such holder.

               (iii)     The Company will also give written notice to the holder
of  this  Warrant  at least ten (10) days prior to the date on which any Organic
Change,  dissolution  or  liquidation  will  take  place,  provided  that  such
information  shall  be  made known to the public prior to or in conjunction with
such  notice  being  provided  to  such  holder.

     Section  9.     Purchase  Rights;  Reorganization,  Reclassification,
                     -----------------------------------------------------
Consolidation,  Merger  or  Sale.
---------------------------------

          (a)  In addition to any adjustments pursuant to Section 8 above, if at
any time the Company grants, issues or sells any Options, Convertible Securities
or  rights to purchase stock, warrants, securities or other property pro rata to
the  record  holders  of any class of Common Stock (the "PURCHASE RIGHTS"), then
the  holder  of  this  Warrant  will  be  entitled  to  acquire,  upon the terms
applicable  to  such  Purchase  Rights, the aggregate Purchase Rights which such
holder  could  have  acquired  if  such  holder had held the number of shares of
Common  Stock  acquirable  upon  complete  exercise  of this Warrant immediately
before  the  date  on which a record is taken for the grant, issuance or sale of
such  Purchase  Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of  such  Purchase  Rights.

          (b)  Any  recapitalization,  reorganization,  reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to  another Person or other transaction in each case which is effected in such a
way  that  holders  of  Common Stock are entitled to receive (either directly or
upon  subsequent  liquidation) stock, securities or assets with respect to or in
exchange  for  Common Stock is referred to herein as an "ORGANIC CHANGE".  Prior
to the consummation of any (i) sale of all or substantially all of the Company's
assets  to  an acquiring Person or (ii) other Organic Change following which the
Company  is  not  a  surviving  entity,  the Company will secure from the Person
purchasing  such  assets or the successor resulting from such Organic Change (in
each  case,  the  "ACQUIRING ENTITY") a written agreement (in form and substance
satisfactory  to  the holders of Warrants representing at least two-thirds (iii)
of  the  Warrant Shares issuable upon exercise of the Warrants then outstanding)
to  deliver to each holder of Warrants in exchange for such Warrants, a security
of  the Acquiring Entity evidenced by a written instrument substantially similar
in  form  and  substance  to this Warrant and satisfactory to the holders of the
Warrants  (including  an  adjusted warrant exercise price equal to the value for
the  Common  Stock reflected by the terms of such consolidation, merger or sale,
and  exercisable for a corresponding number of shares of Common Stock acquirable


                                      114
<PAGE>
and  receivable  upon exercise of the Warrants without regard to any limitations
on  exercise,  if  the  value  so  reflected is less than any Applicable Warrant
Exercise  Price immediately prior to such consolidation, merger or sale).  Prior
to  the  consummation  of  any  other  Organic  Change,  the  Company shall make
appropriate  provision  (in  form  and  substance satisfactory to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that  each  of the holders of the
Warrants  will thereafter have the right to acquire and receive in lieu of or in
addition  to  (as  the  case  may be) the Warrant Shares immediately theretofore
issuable  and  receivable  upon  the exercise of such holder's Warrants (without
regard  to  any  limitations  on  exercise), such shares of stock, securities or
assets  that  would  have  been  issued  or  payable in such Organic Change with
respect to or in exchange for the number of Warrant Shares which would have been
issuable  and  receivable  upon  the exercise of such holder's Warrant as of the
date  of  such  Organic  Change  (without taking into account any limitations or
restrictions  on  the  exercisability  of  this  Warrant).

     Section  10.     Lost,  Stolen,  Mutilated  or  Destroyed Warrant.  If this
                      ------------------------------------------------
Warrant  is lost, stolen, mutilated or destroyed, the Company shall promptly, on
receipt  of  an  indemnification  undertaking  (or,  in  the case of a mutilated
Warrant,  the  Warrant),  issue  a new Warrant of like denomination and tenor as
this  Warrant  so  lost,  stolen,  mutilated  or  destroyed.

Section  11.     Notice.  Any notices, consents, waivers or other communications
                 ------
required  or  permitted  to  be given under the terms of this Warrant must be in
writing  and  will  be  deemed  to  have been delivered:  (i) upon receipt, when
delivered  personally;  (ii)  upon  receipt,  when  sent  by facsimile (provided
confirmation  of  receipt  is  received  by  the  sending  party transmission is
mechanically or electronically generated and kept on file by the sending party);
or  (iii)  one Business Day after deposit with a nationally recognized overnight
delivery  service,  in  each case properly addressed to the party to receive the
same.  The  addresses  and  facsimile  numbers for such communications shall be:

     If  to  the  Holder:


     With  Copy  to:
          Butler  Gonzalez  LLP
          1000  Stuyvesant  Avenue
          Suite  #  6
          Union,  NJ  07083
          Telephone:  (908)  810-8588
          Facsimile:  (908)  810-0873
          Attention:  David  Gonzalez,  Esq.


                                      115
<PAGE>
     If  to  the  Company:
          Forefront  Inc.
          1413  S.  Howard
          Suite  104
          Tampa,  Florida  33606
          Attention:  Santu  Rohatgi

If  to  a  holder of this Warrant, to it at the address and facsimile number set
forth in the Purchase Agreement, with copies to such holder's representatives as
set  forth in such Purchase Agreement, or at such other address and facsimile as
shall be delivered to the Company upon the issuance or transfer of this Warrant.
Each  party  shall provide five days' prior written notice to the other party of
any  change in address or facsimile number.  Written confirmation of receipt (A)
given  by  the  recipient  of  such  notice, consent, facsimile ,waiver or other
communication,  (or  (B)  provided by a nationally recognized overnight delivery
service  shall  be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with  clause  (i),  (ii)  or  (iii)  above,  respectively.

     Section 13.     Date.  The date of this Warrant is January  10, 2001.  This
                     ----
Warrant, in all events, shall be wholly void and of no effect after the close of
business  on  the  Expiration  Date,  except  that  notwithstanding  any  other
provisions  hereof,  the provisions of Section 8(b) shall continue in full force
and  effect  after such date as to any Warrant Shares or other securities issued
upon  the  exercise  of  this  Warrant.

     Section 14.     Amendment and Waiver.  Except as otherwise provided herein,
                     --------------------
the  provisions  of  the  Warrants  may  be amended and the Company may take any
action  herein  prohibited,  or  omit  to  perform any act herein required to be
performed  by  it,  only  if the Company has obtained the written consent of the
holders  of  Warrants  representing  at  least  two-thirds of the Warrant Shares
issuable  upon  exercise of the Warrants then outstanding; provided that, except
for  Section  8(d),no  such  action  may  increase the Warrant Exercise Price or
decrease  the number of shares or class of stock obtainable upon exercise of any
Warrant  without  the  written  consent  of  the  holder  of  such  Warrant.

     Section  15.     Descriptive  Headings;  Governing  Law.  The  descriptive
                      --------------------------------------
headings of the several sections and paragraphs of this Warrant are inserted for
convenience  only  and  do not constitute a part of this Warrant.  The corporate
laws  of  the  State  of  Nevada shall govern all issues concerning the relative
rights  of the Company and its stockholders.  All other questions concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any  choice of law or conflict of law provision or rule (whether of the State of
New  York,  or  any  other jurisdiction) that would cause the application of the
laws  of  any  jurisdiction  other  than  the  State  of  New  York.


                   [REMAIDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      116
<PAGE>
     IN  WITNESS  WHEREOF,  the  Company has caused this Warrant to be signed by
Santu  Rohatgi,  its  President  and  Director, as of the 10th  day of  January,
2001.


                                       FOREFRONT  INC.

                                       By:  ______________________________
                                            Name:  Santu  Rohatgi
                                            Title:  President and Director


                                      117
<PAGE>
                              EXHIBIT A TO WARRANT
                              --------------------

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                                 FOREFRONT INC.,

     The  undersigned  holder  hereby  exercises  the  right  to  purchase
_________________  of the shares of Common Stock ("WARRANT SHARES") of Forefront
Inc.,  a  Nevada  corporation (the "COMPANY"), evidenced by the attached Warrant
(the  "WARRANT").  Capitalized terms used herein and not otherwise defined shall
have  the  respective  meanings  set  forth  in  the  Warrant.

     1.  Form of Warrant Exercise Price.  The Holder intends that payment of the
Warrant  Exercise  Price  shall  be  made  as:

                          a  "Cash  Exercise"  with  respect to
         ------------         --------------                    ----------------
                          Warrant Shares;  and/or

                          a  "Cashless  Exercise" with respect to
         ------------         ------------------                  --------------
                          Warrant Shares  (to  the  extent  permitted  by  the
                          terms  of  the  Warrant).

     2.  Payment  of  Warrant  Exercise Price.  In the event that the holder has
elected  a Cash Exercise with respect to some or all of the Warrant Shares to be
issued  pursuant hereto, the holder shall pay the sum of $___________________ to
the  Company  in  accordance  with  the  terms  of  the  Warrant.

     3.  Delivery  of  Warrant  Shares.  The Company shall deliver to the holder
__________  Warrant  Shares  in  accordance  with  the  terms  of  the  Warrant.

Date:  _______________ __, ______



   Name  of  Registered  Holder


By:  ___________________________
     Name:
     Title:


                                      118
<PAGE>
                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER


     FOR  VALUE  RECEIVED,  THE  UNDERSIGNED  DOES HEREBY ASSIGN AND TRANSFER TO
________________,  FEDERAL IDENTIFICATION NO.  __________, A WARRANT TO PURCHASE
____________  SHARES  OF  THE  CAPITAL  STOCK  OF  FOREFRONT  INC.,  A  ______
CORPORATION, REPRESENTED BY WARRANT CERTIFICATE NO.  _____, STANDING IN THE NAME
OF  THE  UNDERSIGNED  ON  THE  BOOKS  OF SAID CORPORATION.  THE UNDERSIGNED DOES
HEREBY  IRREVOCABLY  CONSTITUTE AND APPOINT ______________, ATTORNEY TO TRANSFER
THE  WARRANTS  OF  SAID  CORPORATION,  WITH  FULL  POWER  OF SUBSTITUTION IN THE
PREMISES.  DATED:  _________,  ____




                                   ______________________________________

                                   By:  _________________________________
                                   Its:  ________________________________


<PAGE>