<PAGE>



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT') OR APPLICABLE
STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


                          COMMON STOCK PURCHASE WARRANT


No.

              To Purchase ______________ Shares of Common Stock of

                       MAGNUM SPORTS & ENTERTAINMENT, INC.

          THIS CERTIFIES that, for value received, **************** (the
"Holder", including permitted assigns), is entitled, upon the terms and subject
to the conditions hereinafter set forth, at any time on or after the date hereof
and on or prior to _______________, 2006, (the "Termination Date") but not
thereafter, to purchase from Magnum Sports & Entertainment, Inc. a Delaware
corporation (the "Company"), _______( ) shares of Common Stock (the "Warrant
Shares"). The purchase price of one share of Common Stock (the "Exercise Price")
under this Warrant shall be equal to the closing price of the Common Stock of
the Company as reported by the NASDAQ Small Cap market on the last business day
preceding the day of closing of the purchase by the Holder of Units pursuant to
the terms of the offering as set forth in the Private Placement Memorandum dated
January 19, 2001 (the "Memorandum"). The Holder may exercise this Warrant
pursuant to the Cashless Exercise feature as set forth in Section 3 below. The
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein.

          I. Title of Warrant. Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

          2. Authorization of Shares. The Company covenants that all Warrant
Shares which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant, 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 occurring contemporaneously with such issue).

         3. Exercise of Warrant. Exercise of the purchase rights represented by
this Warrant may be made at any time or times, in whole or in part, but before
the close of business on the Termination Date by the surrender of this Warrant
and the Exercise Form annexed hereto duly executed, to the office of the Company
(or such other office or agency of the Company as it may



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designate by notice in writing to the registered holder hereof at the address of
such Holder appearing on the books of the Company) and upon payment of the
Exercise Price, either in cash, via wire transfer, via certified check or
pursuant to the Cashless Exercise feature set forth below, of the shares of
Common Stock thereby purchased; whereupon the Holder of this Warrant shall be
entitled to receive a certificate for the number of Warrant Shares so purchased.
Certificates for shares purchased hereunder shall be delivered to the Holder
hereof within ten Business Days after the date on which this Warrant shall have
been exercised as aforesaid. The total Exercise Price for the Warrant Shares
shall be an amount equal to the Exercise Price multiplied by the number of
Warrant Shares being purchased.
as follows:

         The Holder may pay the Exercise Price in cash or pursuant to a
cashless exercise, as follows:


               (a) Cash Exercise. The Holder shall deliver immediately available
funds;

               (b) Cashless Exercise. The Holder shall surrender this Warrant to
the Company together with a Notice of Exercise (indicating the Holder has
elected the cashless exercise feature), in which event the Company shall issue
to the Holder the number of Warrant Shares determined as follows:

                                  X = Y (A-B)/A

          where:
                                X = the number of Warrant Shares to be issued to
                                    the Holder.
                                Y = the number of Warrant Shares with respect to
                                    which this Warrant is being exercised.

                                A = the Current Market Price per share of Common
                                    Stock.

                                B = the Exercise Price per share.

          For purposes of Rule 144 promulgated under the Securities Act, it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
been commenced, on the issue date.

          For the purpose of any computation under this Section 3(b), the
Current Market Price per share of Common Stock on any date shall be deemed to be
the average of the daily closing prices for the 10 consecutive trading days
immediately preceding the date the Company receives a facsimile of the Notice of
Exercise. The closing price for each day shall be the last reported sales price
regular way or, in case no such reported sale takes place on such day, the
closing bid price regular way, in either case on the principal national
securities exchange (including, for purposes hereof, the Nasdaq Small Cap Market
or the Nasdaq National Market) on which the Common Stock is listed or admitted
to trading or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, the highest reported bid price for the Common
Stock as furnished by the National Association of Securities Dealers, Inc.
through Nasdaq or a similar organization if Nasdaq is no longer reporting such
information,. If on any such date the Common Stock is not listed or admitted to
Wading on any national securities exchange and is not quoted by Nasdaq or any
similar organization, the fair value of a share of Common Stock on such date, as
determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error, shall be used.



                                       2

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         4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of issuing fractional shares, the Company shall round up to the
nearest whole share the number of Warrant Shares due upon exercise of this
Warrant.

         5. Charges. Taxes and Expenses. Issuance of certificates for Warrant
Shares upon the exercise of this Warrant shall be made without charge to the
Holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the Holder of this Warrant or in such name or names as may be directed by the
Holder of this Warrant; provided however that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder of
this Warrant, this Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the Holder hereof; and
~rovided f~, that upon any transfer involved in the issuance or delivery of any
certificates for Warrant Shares, the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.

         6. Closing of Books. The Company will at no time close its shareholder
books or records in any manner that interferes with the timely exercise of this
Warrant.

         7. No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise thereof. If, however, at the time of the surrender
of this Warrant the Holder shall be entitled to exercise this Warrant, the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the date on
which this Warrant shall have been exercised.

         8. Assignment and Transfer of Warrant. This Warrant may be assigned by
the surrender of this Warrant and the Assignment Form annexed hereto duly
executed at the office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder hereof
at the address of such Holder appearing on the books of the Company); provided
however~ that this Warrant may not be resold except (i) in a transaction
registered under the Securities Act, or (ii) in a transaction pursuant to an
exemption, if available, from such registration and whereby, if requested by the
Company, an opinion of counsel reasonably satisfactory to the Company is
obtained by the Holder of this Warrant to the effect that the transaction is so
exempt.

         9. Loss. Theft. Destruction or Mutilation of Warrant. The Company
represents and warrants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss,



                                        3



<PAGE>

theft, destruction or mutilation of any Warrant or stock certificate, and in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of such Warrant
or stock certificate, if mutilated, the Company will make and deliver a new
Warrant or stock certificate of like tenor and dated as of such cancellation, in
lieu of this Warrant or stock certificate.

         10. 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, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a legal
holiday.

          11. Adjustments. The Exercise Price shall be adjusted as provided for
below in this Section (the Exercise Price, and the Exercise Price, as thereafter
then adjusted, shall be included in the definition of Exercise Price) and the
Exercise Price from time to time shall be further adjusted as provided for below
in this Section. Upon each adjustment of the Exercise Price, the Holder shall
thereafter be entitled to receive upon exercise of this Warrant, at the Exercise
Price resulting from such adjustment, the number of Warrant Shares obtained by
(a) multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of shares of Common Stock purchasable hereunder
immediately prior to such adjustment and (b) dividing the product thereof by the
Exercise Price resulting from such adjustment. The Exercise Price shall be
adjusted as follows:

                   (i) In the case of any amendment to the Company's Certificate
of Incorporation to change the designation of the Common Stock or the rights,
privileges, restrictions or conditions in respect to the Common Stock or
division of the Common Stock, this Warrant shall be adjusted so as to provide
that upon exercise thereof, the Holder shall receive, in lieu of each share of
Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such designation,
change or division by the Holder issuable upon such exercise had the exercise
occurred immediately prior to such designation, change or division. This Warrant
shall be deemed thereafter to provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Section. The provisions of this Subsection (i) shall apply in the same manner to
successive reclassifications, changes, consolidations and mergers.

                   (ii) If the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common
Stock payable in shares of Common Stock, the Exercise Price in effect
immediately prior to such subdivision or dividend or other distribution shall be
proportionately reduced, and conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller number of shares of Common Stock,
the Exercise Price in effect immediately prior to such combination shall be
proportionately increased.

                   (iii) In case the Company shall, at any time prior to
exercise of this Warrant, consolidate or merge with any other corporation or
other entity (where the Company is not the surviving entity) or transfer all or
substantially all of its assets to any other corporation or other entity, then
the Company shall cause effective provision to be made so that the Holder upon
the



                                        4

<PAGE>

exercise of this Warrant after the effective date of such transaction shall be
entitled to receive the kind and, amount of shares, evidences of indebtedness
and/or other securities or property receivable on such transaction by the Holder
of the number of shares of Common Stock as to which this Warrant was exercisable
immediately prior to such transaction (without giving effect to any restriction
upon such exercise); and, in any such case, appropriate provision shall be made
with respect to the rights and interest of the Holder to the end that the
provisions of this Warrant shall thereafter be applicable (as nearly as may be
practicable) with respect to any shares, evidences of indebtedness or other
securities or assets thereafter deliverable upon exercise of this Warrant.

          12. Notice of Adjustment. Whenever the Exercise Price, the number of
Warrant Shares, or number or kind of securities or other property purchasable
upon the exercise of this Warrant, is adjusted, as herein provided, the Company
shall immediately thereafter mail by registered or certified mail, return
receipt requested, to the Holder a notice of such adjustment, or adjustments,
signed by its President or Vice President and by its Treasurer, or Secretary,
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Board of Directors of the
Company made any determination hereunder), the number of Warrant Shares (and
other securities or property) purchasable upon the exercise of this Warrant and
the Exercise Price of such Warrant Shares after such adjustment, and setting
forth computation by which such adjustment was made. Such notice, in absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.

          13. Authorized Shares. The Company covenants that during the period
the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of Common
Stock upon the exercise of any purchase rightS under this Warrant. The Company
further covenants 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 the
Company's Common Stock upon the exercise of the purchase rights under this
Warrant. The Company will take all such action as may be necessary to assure
that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the
domestic securities exchange or market upon which the Common Stock may be
listed.

          14.      Miscellaneous.

                   (a) Issue Date: Choice of Law: Venue: Jurisdiction. The
provisions of this Warrant shall be construed and shall be given effect in all
respects as if it had been issued and delivered by the Company on the date
hereof. This Warrant shall be binding upon any successors or assigns of the
Company. This Warrant will be construed and enforced in accordance with and
governed exclusively by the laws of the State of New York, except for matters
arising under the Securities Act, without reference to principles of conflicts
of law. The parties consent to the exclusive jurisdiction of the U.S. District
Court sitting in the Southern District of the State of New York in connection
with any dispute arising under this Warrant and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on forum
non conveniens, to the bringing of any such proceeding in such jurisdictions.



                                        5

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Each party hereby agrees that if the other party to this Warrant obtains a
judgment against it in such a proceeding, the party which obtained such judgment
may enforce same by summary judgment in the courts of any country having
jurisdiction over the party against whom such judgment was obtained, and each
party hereby waives any defenses available to it under local law and agrees to
the enforcement of such a judgment. Each party to this Warrant irrevocably
consents to the service of process in any such proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such party
at its address set forth herein. Nothing herein shall affect the right of any
party to serve process in any other manner permitted by law. Each party waives
its right to a trial by jury.

                   (b) Restrictions. The holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered (or
if no exemption from registration exists), will have restrictions upon resale
imposed by state and federal securities laws. Each certificate representing the
Warrant Shares issued to the Holder upon exercise (if not registered or if no
exemption from registration exists) will bear the following legend:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT') OR APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR
      SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      COMPANY THAT THERE IS AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."

                   (a)  Modification and Waiver. This Warrant and any provisions
                        hereof may be changed, waived, discharged or terminated
                        only by an instrument in writing signed by the party
                        against which enforcement of the same is sought.

                   (b)  Notices. Any notice, request or other document required
                        or permitted to be given or delivered to the holders of
                        the Company shall be delivered or shall be sent by
                        certified or registered mail, postage prepaid, to each
                        such holder at its address as shown on the books of the
                        Company or to the Company at the address set forth in
                        the Agreement.

                   15. Registration. The Company has agreed to file a
Registration Statement with the Securities and Exchange Commission under
Securities Act after the final Closing of the Offering(the "Final Closing") to
register the Warrant Shares to be issued to the Holder. The Company will bear
all expenses and pay all the fees incurred in preparing, filing and modifying or
amending such Registration Statement. The Company shall obtain such registration
of the Warrant Shares within twelve months from the date of the final Closing.




                                        6


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         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.

                            Dated:
                                             MAGNUM SPORTS & ENTERTAINMENT,
                                             INC.
                                             By:
                                                -------------------------------
                                             Title:



                                        7

<PAGE>

                                    NOTICE OF EXERCISE


To: MAGNUM SPORTS & ENTERTAINMENT, INC.


(1) The undersigned hereby elects to purchase ________ shares of Common Stock of
MAGNjJM SPORTS & ENTERTAINMENT, INC. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price in full, together
with all applicable transfer taxes, if any.

(2) The undersigned chooses to utilize the cashless exercise feature of this
Warrant and pursuant to the terms of the Warrant is entitled to receive _____
Warrant Shares upon the cashless exercise of _____ Warrant Shares.

(3) Upon exercise pursuant to this Notice of Exercise, the undersigned will not
own 4.99% or more of the then issued and outstanding shares of Common Stock of
the Company.

(4) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as are
specified below:


                                     (Name)


                                    (Address)


(5) If this exercise is for less than all of the shares of Common Stock subject
to the Warrant, please issue a replacement Warrant to purchase ___________
shares on the same terms and conditions and deliver to me said replacement
Warrant.




Dated:

Signature



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