EXHIBIT 4.6

                FORM OF WARRANT ISSUED TO GORDON ROCK DURING 2001

THIS WARRANT AND THE SECURITIES  ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 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 THE 1933 ACT OR AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO THE 1933 ACT.

THIS  WARRANT MAY NOT BE  EXERCISED  EXCEPT IN  COMPLIANCE  WITH ALL  APPLICABLE
FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE  SATISFACTION OF THE COMPANY
AND LEGAL COUNSEL FOR THE COMPANY.

                                                            ______________, 2001

                                 WARRANT FOR THE
                       PURCHASE OF SHARES OF COMMON STOCK
                                       OF
                                 BURST.COM, INC.

     THIS CERTIFIES THAT Gordon Rock (the "Holder"), is entitled, subject to the
terms set forth in this Warrant,  to purchase from  Burst.com,  Inc., a Delaware
corporation (the "Company"), up to _________________  (______________) shares of
the Company's  common stock,  par value $0.00001 per share (the "Common Stock"),
upon  surrender  hereof,  at the  principal  office  of the  Company,  with  the
subscription  form  attached  hereto duly  executed,  and  simultaneous  payment
therefor as hereinafter provided, at the Exercise Price as set forth herein. The
Exercise  Price and the number of shares of Common Stock issuable on exercise of
this Warrant are subject to adjustment as provided herein. The term "Warrant" as
used  herein  shall   include  this  Warrant  and  any  warrants   delivered  in
substitution or exchange therefor as provided herein.

     1. Term of Warrant and Exercise.

         1.1 Term of  Warrant.  Subject  to the terms and  conditions  set forth
herein, this Warrant shall be exercisable,  at any time or from time to time, in
whole or in part, at the sole option of the Holder, without any obligation to do
so, during the term  commencing on the Warrant  Issue Date  indicated  above and
ending at 5:00 p.m.,  Pacific  Standard  Time, on September 30, 2006,  provided,
however,  that in the event of (a) the closing of the Company's sale or transfer
of all or substantially all of its assets, or (b) the closing of the acquisition
of the  Company by another  entity by means of  merger,  consolidation  or other
transaction or series of related transactions,  resulting in the exchange of the
outstanding  shares of the Company's capital stock such that the stockholders of
the Company prior to such transaction own, directly or indirectly, less then 50%
of the voting power of the  surviving  entity (any such event being  referred to
herein  as a  "Termination  Event"),  this  Warrant  shall,  on the date of such
Termination  Event,  no  longer be  exercisable  and  become  null and void (the
"Warrant Term").

         1.2 Exercise  Price.  The  Exercise  Price at which this Warrant may be
exercised  shall be twenty cents ($0.20) per share of Common  Stock,  subject to
adjustment as provided herein.

     2. Exercise of Warrant.

<PAGE>

         2.1  Subject  to  the  terms  of  this  Warrant,  the  purchase  rights
represented  by this Warrant are  exercisable in whole or in part by the Holder,
during the Warrant Term by surrender of this Warrant and the attached  Notice of
Exercise in which  Alternative  2 is initialed,  duly  completed and executed on
behalf of the Holder,  at the principal  office of the Company,  upon payment of
the purchase price of the shares to be purchased solely at the discretion of the
Holder  (i) in cash or by  check to the  Company,  (ii) by  cancellation  by the
Holder of indebtedness  of the Company to the Holder,  or (iii) by a combination
of (i) and (ii) above.

         2.2 In lieu of exercising this Warrant  pursuant to Section 2.1 hereof,
the Holder may elect to receive  the Shares in an amount  equal to the value (as
determined  below) of this Warrant (or the portion  thereof  being  canceled) by
surrender of this Warrant at the principal  office of the Company  together with
the Notice of Exercise in which alternative No. 1 is initialed by the Holder. In
such event,  the Company  shall issue to the Holder a number of Shares  computed
using the following formula:

                   X        =       Y (A-B)
                                    -------
                                        A

          Where X = the number of Shares to be issued to the Registered Holder.

                Y = the number of Shares requested to be exercised under this
                    Warrant.

                A = the fair market value of one Share of the Company.

                B = The Exercise Price (as adjusted to the date of such
                    calculation).

         For  purposes  of this  Section  2.2,  the  fair  market  value  of the
Company's Shares shall be the price per share as determined in good faith by the
Company's Board of Directors.

         2.3 This  Warrant  shall be deemed to have been  exercised  immediately
prior to the close of  business  on the date of its  surrender  for  exercise as
provided  above,  and the person  entitled to receive the shares of Common Stock
issuable upon such  exercise  shall be treated for all purposes as the holder of
record of such shares as of the close of  business on such date.  As promptly as
practicable  on or  after  such  date and in any  event  within  ten  (10)  days
thereafter,  the Company at its expense shall issue and deliver to the person or
persons  entitled  to receive the same a  certificate  or  certificates  for the
number of shares issuable upon such exercise.  In the event that this Warrant is
exercised  in part,  the Company at its expense  will  execute and deliver a new
Warrant  of like  tenor  exercisable  for the  number of shares  for which  this
Warrant may then be exercised.

     3. No Rights of  Shareholder.  Subject  to the terms of this  Warrant,  the
Holder  shall not be  entitled  to vote or  receive  dividends  or be deemed the
holder of Common  Stock or any other  securities  of the Company that may at any
time be issuable on the  exercise  hereof for any  purpose,  nor shall  anything
contained  herein be  construed to confer upon the Holder,  as such,  any of the
rights of a shareholder  of the Company or any right to vote for the election of
directors or upon any matter  submitted to shareholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance, or
otherwise)  or to  receive  notice  of  meetings,  or to  receive  dividends  or
subscription rights or otherwise until the person entitled to receive the shares
of Common Stock  issuable  upon  exercise  hereof shall be treated as the record
holder of such shares  pursuant to Section  2.3.  The  Company  understands  and
agrees that  nothing in this Warrant or any other  agreement  with Holder or any
actions  of Holder  shall  obligate  Holder  to  exercise  any of its  rights to
purchase the capital stock of the Company.

     4. Certain Adjustments.

         4.1 Splits and  Subdivisions.  In the event the  Company  should at any
time or from time to time 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 rights
convertible  into,  or  entitling  the holder  thereof to  receive  directly  or
indirectly,  additional shares of Common Stock or other securities  (hereinafter
referred  to  as  the

<PAGE>

"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  Exercise  Price  shall be
appropriately  decreased  and the  number of shares of Common  Stock as to which
purchase  rights  under this  Warrant  exist at the time shall be  appropriately
increased in proportion to such increase (or potential  increase) of outstanding
shares.

         4.2  Reclassification,  etc.  If the  Company  at any time  while  this
Warrant,  or any portion  thereof,  remains  outstanding and unexpired shall, by
reclassification of securities or otherwise,  change any of the securities as to
which  purchase  rights  under this  Warrant  exist into the same or a different
number  of  securities  of any  other  class  or  classes,  this  Warrant  shall
thereafter  represent the right to acquire such number and kind of securities as
would  have been  issuable  as the  result of such  change  with  respect to the
securities  which  were  subject  to the  purchase  rights  under  this  Warrant
immediately  prior to such  reclassification  or other  change and the  Exercise
Price  therefor  shall  be  appropriately   adjusted,  all  subject  to  further
adjustment as provided herein.

         4.3  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  Exercise  Price  shall  be
appropriately  increased  and the  number of shares of Common  Stock as to which
purchase  rights  under this  Warrant  exist at the time shall be  appropriately
decreased in proportion to such decrease in outstanding shares.

         4.4 Adjustments for Other Distributions. In the event the Company shall
declare a  distribution  payable in  securities of other  persons,  evidences of
indebtedness  issued by the Company or other  persons,  assets  (excluding  cash
dividends) or options or rights, then, in each such case for the purpose of this
subsection  4.4,  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.

         4.5  Certificate as to  Adjustments.  In the case of each adjustment or
readjustment  of the Exercise Price pursuant to this Section 4, the Company will
promptly  compute such  adjustment or readjustment of the Exercise Price and any
resulting  adjustment  or  readjustment  of the number of shares of Common Stock
issuable upon  exercise of this Warrant in accordance  with the terms hereof and
cause a certificate 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.  The Company will, upon the written request at any time
of the Holder,  furnish or cause to be  furnished  to such Holder a  certificate
setting forth:

               (a) Such adjustments and readjustments;

               (b) The Exercise Price at the time in effect; and

               (c) The number of shares of Common Stock and the amount,  if any,
of other property at the time receivable upon the exercise of this Warrant.

         4.7 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 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; or

               (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  the  assets  of  the  Company  to  or
consolidation or merger of the Company with or into any other person, or

<PAGE>

               (c) Any public  offering of shares of Common Stock of the Company
pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission under the Securities Act of 1933, as amended (the "1933 Act"); or

               (d) Any  voluntary or  involuntary  dissolution,  liquidation  or
winding-up of the Company,

the  Company  will mail to the  Holder at least  twenty  (20) days  prior to the
earliest date specified therein, 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,  change  of  control,  acquisition,  consolidation,
merger, dissolution,  liquidation,  winding-up or public offering is expected to
become  effective  and the record  date,  if any, for  determining  shareholders
entitled to vote thereon.

     5. 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 market value
of such fractional share as determined by the Board of Directors of the Company.

     6. Covenants.

         6.1  Reservation  of Stock.  The  Company  covenants  at all times that
during the Warrant  Term,  the Company  will  reserve  from its  authorized  and
unissued shares of Common Stock a sufficient number of shares to provide for the
issuance of Common Stock upon the  exercise of this  Warrant  and,  from time to
time, will take all steps necessary to amend its certificate of incorporation to
provide sufficient  reserves of shares of Common Stock issuable upon exercise of
this Warrant.  The Company further  covenants that all shares that may be issued
upon the exercise of rights  represented  by this Warrant,  upon exercise of the
rights represented by this Warrant and payment of the Exercise Price, all as set
forth  herein,  will  be  duly  authorized,   validly  issued,  fully  paid  and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof  (other  than taxes in respect of any  transfer  of  certificate(s)  for
shares of Common  Stock  issuable  upon  exercise  of the Warrant to a person or
entity other than the  then-current  Holder of the Warrant).  The Company agrees
that its  issuance  of this  Warrant  shall  constitute  full  authority  to its
officers  who are  charged  with the duty of  executing  stock  certificates  to
execute and issue the necessary certificates for shares of Common Stock upon the
exercise of this Warrant.

         6.2 Payment of Expenses and Taxes.  The Company  shall pay all expenses
and taxes imposed by law or any governmental  agency,  including any documentary
stamp taxes,  attributable  to the issuance of Common Stock upon the exercise of
the Warrant;  provided,  that nothing in this Section 6.2 shall make the Company
liable for any income  taxes  payable  by the  Holder  and  associated  with the
issuance  of the  Warrants  or  the  exercise  thereof  or  any  transfer  taxes
associated with the transfer of the Warrants.

     7. Legends.

         7.1 Each  certificate  representing  the  Common  Stock  issuable  upon
exercise of this Warrant may be endorsed with the following legend:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT") AND ARE  "RESTRICTED
SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY
NOT BE  SOLD  OR  OFFERED  FOR  SALE  OR  OTHERWISE  DISTRIBUTED  EXCEPT  (i) IN
CONJUNCTION  WITH AN EFFECTIVE  REGISTRATION  STATEMENT FOR THE SHARES UNDER THE

<PAGE>

ACT OR (ii) IN  COMPLIANCE  WITH RULE 144,  OR (iii)  PURSUANT  TO AN OPINION OF
COUNSEL,  REASONABLY SATISFACTORY TO THE CORPORATION,  THAT SUCH REGISTRATION OR
COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.

         7.2 Removal of Legend and Transfer Restrictions. Any legend endorsed on
the Warrant or a certificate  pursuant to  subsection  7.1 and the stop transfer
instructions with respect to such legended securities shall be removed,  and the
Company  shall  issue a  certificate  without  such legend to the holder of such
securities  if such  securities  are  registered  and sold  under  the Act and a
prospectus  meeting the requirements of Section 10 of the Act is available or if
such holder  satisfies the  requirements of Rule 144(k) and provides the Company
with an  opinion  of  counsel  for such  holder  of the  securities,  reasonably
satisfactory  to the  Company,  to the  effect  that (i) such  holder  meets the
requirements  of Rule 144(k) or (ii) a public sale,  transfer or  assignment  of
such securities may be made without registration.

     8. Representations and Warranties of Holder. Holder represents and warrants
with the Company as follows:

         (a)  Holder  has  either  (i)  a   preexisting   personal  or  business
relationship  with the  Company  or one or more of its  officers,  directors  or
controlling  persons,  or (ii) by  reason  of  Holder's  business  or  financial
experience has the capacity to protect Holder's own interests in connection with
this investment,  to evaluate this investment, to conduct such factual and legal
investigation  as Holder deems  appropriate  and to bear the  substantial  risks
inherent in this investment.

         (b) Holder is  experienced in evaluating and investing in securities of
companies experiencing financial  difficulties,  understands that the Company is
unable to pay its existing  obligations  as they become due,  acknowledges  that
there are  substantial  risks involved in this  investment,  is able to fend for
Holder,  can bear the economic risk of this  investment,  and has such knowledge
and  experience  in  financial  and  business  matters that Holder is capable of
evaluating the merits and risks of this investment.

         (c) The Warrant and the shares of stock  issuable upon exercise of this
Warrant  (collectively  the  "Securities")  will be acquired for  investment for
Holder's  own  account,  not as a nominee  or agent,  and not with a view to the
public resale or  distribution  thereof  within the meaning of the 1933 Act, and
Holder has no present  intention of selling,  granting any  participation in, or
otherwise distributing the same.

         (d) Holder  believes that Holder has received or has had full access to
all  the  information  Holder  considers  necessary  or  appropriate  to make an
informed investment  decision with respect to the Securities,  including without
limitation  all reports  filed by the Company with the  Securities  and Exchange
Commission pursuant to the Securities  Exchange Act of 1934, as amended.  Holder
acknowledges  that the Company has made  available to Holder the  opportunity to
ask  questions  and receive  answers from the Company  regarding  the  business,
prospects and financial  condition of the Company,  and to examine any document,
matter  or  information  that  Holder  considers   relevant  or  appropriate  in
connection  with this  investment.  To the  extent  that  Holder  has not sought
information  regarding any particular matter,  Holder represents that Holder had
no  interest  in doing so and that such  matters  are not  material to Holder in
connection  with this  investment.  Holder has accepted the  responsibility  for
conducting  Holder's own investigation and obtaining for Holder,  from the above
sources and other  sources,  such  information as to the foregoing and all other
subjects  as Holder  deems  relevant  or  appropriate  in  connection  with this
investment.

         (e) Holder is an "accredited investor" within the meaning of Regulation
D promulgated under the 1933 Act.

         (f)  Holder  understands  that  the  Securities  are  characterized  as
"restricted  securities" under the 1933 Act and Rule 144 promulgated  thereunder
inasmuch  as they are being  acquired  from the  Company  in a  transaction  not
involving  a public  offering,  and  that  under  the  1933  Act and  applicable
regulations  thereunder the Securities may be resold without  registration under
the 1933 Act only in certain limited circumstances.  In this connection,  Holder
represents  that Holder is familiar  with Rule 144, as presently in effect,  and
understands the resale

<PAGE>

limitations  imposed  thereby and by the 1933 Act. Holder  understands  that the
Company is under no obligation to register any of the Securities.

         (g) At no time was Holder  presented  with or solicited by any publicly
issued or circulated newspaper, mail, radio, television or other form of general
advertising or solicitation  in connection with the offer,  sale and purchase of
the Securities.

         (h) Without in any way  limiting the  representations  set forth above,
Holder further  agrees not to make any  disposition of all or any portion of the
Securities unless and until:

               (i) there is then in effect a  registration  statement  under the
1933 Act covering  such proposed  disposition  and such  disposition  is made in
accordance with such registration statement; or

               (ii)  Holder  shall have  notified  the  Company of the  proposed
disposition,  and shall have  furnished  the  Company  with a  statement  of the
circumstances  surrounding  the  proposed  disposition,  and,  at the expense of
Holder or its transferee, with an opinion of counsel, reasonably satisfactory to
the  Company,  that  such  disposition  will  not  require  registration  of the
Securities under the Act.

     9. Transfer.  Subject to the transfer  conditions referred to in the legend
endorsed  hereon,  this Warrant and all rights  hereunder are  transferable,  in
whole or in part,  without  charge to the holder  hereof upon  surrender of this
Warrant with a properly executed  assignment (in the form annexed hereto) at the
principal office of the Company. Upon any partial transfer,  the Company will at
its expense  issue and deliver to the holder hereof a new Warrant of like tenor,
in the name of the holder hereof,  which shall be exercisable for such number of
shares of Common Stock that were not so transferred.

     10. Market Standoff. Holder agrees, in connection with a public offering of
the Company's securities,  (i) not to sell, make short sales of, loan, grant any
options for the purchase of, or otherwise dispose of any shares of capital stock
of the  Company  held by the Holder  (other  than those  shares  included in any
registration)   without  the  prior  written  consent  of  the  Company  or  the
underwriters managing such initial underwritten public offering of the Company's
securities  for one hundred  eighty (180) days from the  effective  date of such
registration  and (ii) further  agrees to execute any agreement  reflecting  (i)
above  as may be  requested  by the  underwriters  at  the  time  of the  public
offering;  provided,  however,  that all of the  Company's  executive  officers,
directors  and  shareholders  enter into similar  agreements.  A legend shall be
placed on all securities  issuable upon exercise of this Warrant  disclosing the
existence of this lockup.

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

     12.  Amendments and Waivers.  The provisions of all  outstanding  Warrants,
including  this  Warrant,  may be amended  and/or  waived  only with the written
consent of the  Company  and of  holders,  including  Holder,  holding  Warrants
exercisable  into more than fifty percent (50%) of the Warrant Shares into which
all  outstanding  Warrants,   including  this  Warrant,  are  then  exercisable.
Notwithstanding  the  forgoing,  no amendment or waiver may affect any holder of
Warrants in any manner  differently  from any other  Holder  without the written
consent of such first mentioned Holder.

     13. Expenses.  If any action at law or in equity is necessary to enforce or
interpret the terms of this Warrant,  the prevailing  party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.

     14. Severability.  If one or more provisions of this Warrant are held to be
unenforceable  under  applicable law, such provision shall be excluded from this
Warrant  and the  balance  of  this  Warrant  shall  be  interpreted  as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

<PAGE>

     15.  Governing  Law.  The terms and  conditions  of this  Warrant  shall be
governed by and construed in accordance with the laws of the State of California
without regard to such State's choice of law provisions.

     16. Counterparts. This Warrant may be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

     17. Titles and Subtitles. The titles and subtitles used in this Warrant are
used  for  convenience  only  and  are not to be  considered  in  construing  or
interpreting this Warrant.

     18. Notices.  Unless otherwise  provided,  any notice required or permitted
under this  Warrant  shall be given in writing  and shall be deemed  effectively
given upon  personal  delivery to the party to be notified or upon  deposit with
the United States Post Office, by registered or certified mail,  postage prepaid
and  addressed  to the party to be notified at the  address  indicated  for such
party on the signature  page hereof,  or at such other address as such party may
designate by ten (10) days' advance written notice to the other parties.

     19. Lost Warrants. The Company represents and warrants to the Holder hereof
that upon  receipt of  evidence  reasonably  satisfactory  to the Company of the
loss, theft, destruction,  or mutilation of this Warrant and, in the case of any
such  loss,  theft or  destruction,  upon  receipt  of an  indemnity  reasonably
satisfactory  to  the  Company,  or in the  case  of any  such  mutilation  upon
surrender and cancellation of such Warrant,  the Company,  at its expense,  will
make and  deliver a new  Warrant,  of like tenor,  in lieu of the lost,  stolen,
destroyed or mutilated Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its officers, thereunto duly authorized this ___ day of ________, 2001.

                                    BURST.COM, INC..


                                    By: ________________________________________
                                        Richard A. Lang, Chief Executive Officer

ACCEPTED AND AGREED:


____________________________
Gordon Rock

<PAGE>

                               NOTICE OF EXERCISE

To: Burst.com, Inc..
    Attn: Chief Executive Officer

     o    In lieu of  exercising  the  attached  Warrant for cash or check,  the
          undersigned  hereby  elects to effect the net  issuance  provision  of
          Section 2.2 of this  Warrant and  receive  ___________________  (leave
          blank if you choose Alternative No. 2 below) shares of Common Stock of
          Burst.com,  Inc., a Delaware corporation (the "Company"),  pursuant to
          the terms of this  Warrant.  (Initial here if the  undersigned  elects
          this alternative) ________

     o    The  undersigned  hereby  elects to  purchase  _______________________
          (leave blank if you choose  alternative  No. 1 above) shares of Common
          Stock of  Burst.com,  Inc.,  a Delaware  corporation  (the  "Company")
          pursuant to Section 2.1 of the attached Warrant,  and tenders herewith
          payment  of  the  aggregate  exercise  price  in  cash,  check  and/or
          cancellation  of debt.  (Initial here if the  undersigned  elects this
          alternative) ________

     o    The  undersigned  requests  that the Company  issue a  certificate  or
          certificates  representing  said  shares  of the  Common  Stock of the
          Company  in the name of the  undersigned  or in such  other name as is
          specified below:

                  _____________________________
                           (Print Name)

               By its  signature  below,  the  undersigned  hereby  confirms and
acknowledges  that the shares of Common  Stock  issuable  upon  exercise  of the
Warrant are being acquired  solely for the account of the undersigned and not as
a nominee for any other party, and for investment, and that the undersigned will
not offer,  sell or otherwise  dispose of any such shares of Common Stock except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws.

Date:  _______________          Very truly yours,

                                _____________________________________________
                                (Print Name)

                                _____________________________________________
                                (Signature)

                                By: _________________________________________
                                    (Name and title of signatory,
                                     if non-natural person)

<PAGE>

                                 ASSIGNMENT FORM

               FOR VALUE  RECEIVED,  the  undersigned  registered  owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the  undersigned  under the within  Warrant,  with  respect to the
number of shares of Common Stock set forth below:

Name of Assignee              Address                         No. of Shares
----------------              -------                         -------------

and does hereby  irrevocably  constitute  and appoint  _________________________
Attorney to make such transfer on the books of Burst.com,  Inc.  maintained  for
the purpose, with full power of substitution in the premises.

               The undersigned also represents that, by assignment  hereof,  the
Assignee  acknowledges  that this  Warrant  and the shares of stock to be issued
upon exercise hereof or conversion thereof are being acquired for investment and
that the Assignee will not offer,  sell or otherwise  dispose of this Warrant or
any shares of stock to be issued  upon  exercise  hereof or  conversion  thereof
except  under  circumstances  which  will  not  result  in a  violation  of  the
Securities Act of 1933, as amended, or any state securities laws.

DATED:  _______________

                                        ________________________________________
                                                     Signature of Holder