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                                   EXHIBIT 4.3

TRANSFER OF THIS WARRANT IS PROHIBITED, EXCEPT AS PROVIDED IN SECTION 2. THE
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED, OR UNDER THE LAWS OF ANY STATE, AND THUS MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER
SUCH LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED.

                                     WARRANT

Warrant No. 5                                     Warrant to Purchase 94,444
                                                  Warrant Shares (subject to
                                                  adjustment)

                         TAKEOUTMUSIC.COM HOLDINGS CORP.
                            a Washington corporation

takeoutmusic.com Holdings Corp., a Delaware corporation (the "Company"), for
value received, hereby grants to Geller & Friend Partnership I (the "Holder"),
the right, subject to the terms and conditions set forth herein, to purchase
from the Company, at any time and from time to time, up to Ninety-Four Thousand
Four Hundred Forty-Four (94,444) duly authorized, validly issued, fully paid and
non-assessable shares (the "Warrant Shares") of the common stock, par value $.01
per share, of the Company (the "Common Stock"), at a per share exercise price of
fifty-one and three-quarter cents ($0.5175) subject to adjustment as provided in
Section 3 hereof (the "Exercise Price"). This Warrant shall terminate if not
exercised in full on or prior to October 15, 2000. The number and character of
the securities purchasable upon exercise of such rights of purchase, and the
Exercise Price, are subject to adjustment as provided herein. The term "Warrant"
as used herein shall include this Warrant, any Warrant or Warrants issued in
substitution for or replacement of this Warrant, or any Warrant or Warrants into
which this Warrant may be divided or exchanged. The term "Warrant Shares" shall
mean the Common Stock issuable upon exercise of this Warrant.

1.   METHOD OF EXERCISE; PAYMENT OF EXERCISE PRICE

     (a)  Subject to the other terms and conditions of this Warrant, the
          purchase rights evidenced by this Warrant may be exercised in whole or
          in part, from time to time, subject to the conditions set forth above,
          by the Holder's presentation of this Warrant to the Company at its
          principal offices, accompanied by a duly executed Notice of Exercise,
          in the form attached hereto as Exhibit I and by this reference
          incorporated herein, and by payment of the aggregate Exercise Price in
          the manner specified in Section 1(b) hereof, for the number of Warrant
          Shares specified in the Notice of Exercise.


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     (b)  The aggregate Exercise Price for the number of Warrant Shares
          specified in any Notice of Exercise may be paid in cash by certified
          check or bank cashier's check or wire transfer of immediately
          available funds.

     (c)  In the event of any exercise of the rights represented by this
          Warrant, a certificate or certificates for the Warrant Shares so
          purchased shall be dated the date of such exercise and delivered to
          the Holder hereof within a reasonable time, not exceeding fifteen (15)
          days after such exercise. If this Warrant is exercised in part only,
          as soon as is practicable after the presentation and surrender of this
          Warrant to the Company for exercise, the Company shall execute and
          deliver to the Holder a new Warrant, containing the same terms and
          conditions as this Warrant, evidencing the right of the Holder to
          purchase the number of Warrant Shares as to which this Warrant has not
          been exercised. Upon receipt of this Warrant by the Company at its
          principal offices accompanied by the items required for exercise
          specified in subsection (a) above, the Holder shall be deemed to be
          the holder of record of the Warrant Shares issuable upon such exercise
          and a shareholder of the Company, notwithstanding that the stock
          transfer books of the Company may then be closed or that certificates
          representing such Warrant Shares may not then be actually delivered to
          the Holder.

2.   TRANSFERABILITY, EXCHANGE OR LOSS OF WARRANT

     (a)  Except as provided herein, the Warrants shall not be transferable, in
          whole or in part. The Warrants may be transferred to any person
          receiving the Warrants from the Holder at the Holder's death pursuant
          to a will or trust or the laws of intestate succession.

     (b)  This Warrant, alone or with any other Warrant owned by the same Holder
          containing substantially the same terms and conditions, is
          exchangeable at the option of the Holder but at the Company's sole
          expense, at any time prior to its expiration either by its terms or by
          its exercise in full, upon presentation and surrender to the Company
          at its principal offices, for another Warrant or other Warrants, of
          different denominations but containing the same terms and conditions
          as this Warrant, entitling the Holder to purchase the same aggregate
          number of Warrant Shares that were purchasable pursuant to the Warrant
          or Warrants presented and surrendered. At the time of presentation and
          surrender by the Holder to the Company, the Holder shall also deliver
          to the Company a written notice, signed by the Holder, specifying the
          denominations in which new Warrants are to be issued to the Holder.

     (c)  The Company shall execute and deliver to the Holder a new Warrant
          containing the same terms and conditions as this Warrant upon receipt
          by the Company of evidence reasonably satisfactory to it of the loss,
          theft, destruction or mutilation of this Warrant, provided that: (i)
          in the case of loss, theft or destruction, the Company receives from
          the Holder a reasonably satisfactory indemnification; and (ii) in the
          case of mutilation, the Company receives from the Holder a reasonably
          satisfactory form of indemnity and the Holder presents and surrenders
          this Warrant to the Company for cancellation. Any new Warrant executed
          and delivered shall constitute


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          an additional contractual obligation of the part of the Company
          regardless of whether the Warrant that was lost, stolen, destroyed, or
          mutilated is enforceable by anyone at anytime.

     (d)  The Company will, at the time of or at any time after each exercise of
          this Warrant, upon the request of the Holder hereof or of any Warrant
          Shares issued upon such exercise, acknowledge in writing its
          continuing obligation to afford to such Holder all rights to which
          such Holder shall continue to be entitled after such exercise in
          accordance with the terms of this Warrant, provided, that if any such
          Holder shall fail to make any such request, the failure shall not
          affect the continuing obligation of the Company to afford such rights
          to such Holder.

3.   ADJUSTMENTS OF EXERCISE PRICE

     (a)  Except as provided herein, upon the occurrence of any of the events
          specified in this Section 3, the Exercise Price in effect at the time
          of such event and the number of Warrant Shares then purchasable
          pursuant to this Warrant at that time shall be proportionately
          adjusted as provided herein.

     (b)  If the number of shares of Common Stock outstanding at any time after
          the date hereof is increased by a stock dividend payable in shares of
          Common Stock or by a subdivision or split-up of shares of Common
          Stock, then, on the date such payment is made or such change is
          effective, the Exercise Price shall be appropriately decreased so that
          the number of Warrant Shares issuable on the exercise of this Warrant
          shall be increased in proportion to such increase of outstanding
          shares.

     (c)  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, then, on the effective date of such
          combination, the Exercise Price shall be appropriately increased so
          that the number of Warrant Shares issuable on the exercise of this
          Warrant shall be decreased in proportion to such decrease of
          outstanding shares.

     (d)  All calculations under this Section 3 shall be made to the nearest one
          hundredth (1/100) cent or to the nearest one hundredth (1/100) of a
          share, as the case may be. In no event shall the Exercise Price be
          reduced to less than $.01.

     (e)  No adjustment in the Exercise Price need be made if such adjustment
          would result in a change in the Exercise Price of less than $0.01. Any
          adjustment of less than $0.01 which is not made shall be carried
          forward and shall be made at the time of and together with any
          subsequent adjustment which, on a cumulative basis, amounts to an
          adjustment of $0.01 or more in the Exercise Price.

     (f)  Upon the occurrence of each adjustment or readjustment of the Exercise
          Price pursuant to this Section 3, the Company at its expense shall
          promptly compute such adjustment or readjustment in accordance with
          the terms hereof and prepare and

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         furnish to the Holder hereof a certificate of an Officer of the Company
         setting forth such adjustment or readjustment and showing in detail the
         facts upon which such adjustment or readjustment is based. The Company
         shall, upon written request at any time of any Holder hereof, furnish
         or cause to be furnished to such Holder a like certificate setting
         forth (i) such adjustments and readjustments, (ii) the Exercise Price
         at the time in effect, and (iii) the number of Warrant Shares and the
         amount, if any, of other property which at the time would be received
         upon the exercise of this Warrant.

     (g)  In the event of any taking by the Company of a record of the holders
          of any class of securities for the purpose of determining the holders
          thereof who are entitled to receive any dividend (other than a cash
          dividend) or other distribution, 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 right, the Company shall mail
          to the Holder hereof at least ten (10) days prior to such record date,
          a notice specifying the date on which any such record is to be taken
          for the purpose of such dividend or distribution or right, and the
          amount and character of such dividend, distribution or right.

     (h)  For purposes of this Section 3, equity securities owned or held at any
          relevant time by or for the account of the Company in its treasury
          shall not be deemed to be outstanding for purposes of the calculations
          and adjustments described.

4.   STOCK FULLY PAID; RESERVATION OF WARRANT STOCK

The Company covenants and agrees that all Warrant Shares that may be issued upon
the exercise of this Warrant will, upon issuance, be fully paid and
non-assessable and free from all taxes, liens and charges with respect to
issuance. The Company further covenants and agrees that during the period within
which this Warrant may be exercised, the Company will at all times have
authorized and reserved for the purpose of the issue upon exercise of the rights
evidenced by this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

5.   TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933

     (a)  This Warrant is non-transferable. The Warrant Shares, and all other
          equity securities issued or issuable upon exercise of this Warrant,
          may not be offered, sold or transferred, in whole or in part, in the
          absence of an effective registration statement under the Securities
          Act of 1933, as amended (the "Act"), and all applicable state
          securities statutes, or an opinion of counsel acceptable to the
          Company to the effect that such registration is not required.

     (b)  The Company shall cause the following legends to be set forth on each
          certificate representing the Warrant Shares issuable upon exercise of
          this Warrant:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE
         "SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED, ASSIGNED, OR

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         OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144
         UNDER THE SECURITIES ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN
         OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT NO
         REGISITRATION IS REQUIRED IN CONNECTION WITH SUCH SALE, ASSIGNMENT OR
         TRANSFER OR THAT AN EXEMPTION TO SUCH REGISTRATION IS AVAILABLE."

6.   FRACTIONAL SHARES

No fractional shares of Warrant Shares or scrip representing fractional shares
of Warrant Shares shall be issued upon the exercise of all or any part of this
Warrant. With respect to any fraction of a unit or any security called for upon
any exercise of this Warrant, the Company shall pay to the Holder an amount in
money equal to that fraction multiplied by the then Current Market Price. For
purposes of this Agreement, the term "Current Market Price" shall mean the
average for the 20 consecutive trading days immediately preceding the date in
question of the daily per share closing prices of the Common Stock as reported
by the OTC Bulletin Board or the Nasdaq SmallCap Market or the principal
securities exchange on which it is listed, as the case made be. The closing
price referred to above shall be the last reported sale price or, if no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case as reported by the OTC Bulletin Board of the
Nasdaq SmallCap Market or the principal securities exchange on which it is
listed, as the case may be.

7.   RIGHTS OF THE HOLDER

Prior to the exercise hereof, the Holder shall not be entitled to any rights as
a shareholder of the Company by reason of this Warrant, either at law or equity.

8.   NOTICES

Except as may be otherwise expressly provided herein, any notice, consent, or
other communication required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given: (i) five business days after the
date sent by United States certified mail, return receipt requested, with proper
postage thereon; (ii) one day after sent if sent by overnight courier of
national cognition; or (iii) when transmitted or delivered, if sent by facsimile
or personally delivered (as the case may be), and shall be addressed as follows:

     (a)  if to the Company, at 381 Broadway #201, New York, New York 10013, and

     (b)  if to the Holder, at 433 North Camden Drive, Suite 500, Beverly Hills,
          California 90210

or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.

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9.   APPLICABLE LAW

Washington law shall govern the interpretation, construction, and enforcement of
this Warrant and all transactions and agreements contemplated hereby,
notwithstanding any state's choice of law rules to the contrary.

10.  MISCELLANEOUS PROVISIONS

     (a)  Subject to the terms and conditions contained herein, this Warrant
          shall be binding on the Company and its successors and shall inure to
          the benefit of the original Holder, its successors and assigns and all
          holders of Warrant Shares.

     (b)  This Warrant may not be modified or terminated, nor may any
          performance or condition hereof be waived in whole or in part except
          by an agreement in writing signed by the party against whom
          enforcement of such modification, termination, or waiver is sought.

     (c)  If any provision of this Warrant is held by a court of competent
          jurisdiction to be invalid, illegal or unenforceable, such provision
          shall be severed, enforced to the extent possible, or modified in such
          a way as to make it enforceable, and the invalidity, illegality or
          unenforceability thereof shall not affect the remainder of this
          Warrant.

     (d)  Paragraph headings used in this Warrant are for convenience only and
          shall not be taken or construed to define or limit any of the terms of
          this Warrant. Unless otherwise provided herein, or unless the context
          otherwise requires, the use of the singular shall include the plural
          and the use of any gender shall include all genders.

ISSUED and executed as of the 4th day of February, 2000.

TAKEOUTMUSIC.COM HOLDINGS CORP.

By: /s/ MORI S. NINOMIYA
   -------------------------------
   Name:  Mori S. Ninomiya
   Title: President and CEO


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                                    EXHIBIT I

                               NOTICE OF EXERCISE

(To be executed by a Holder desiring to exercise the right to purchase Warrant
Shares pursuant to the Warrant.)

TAKEOUTMUSIC.COM HOLDINGS CORP.

The undersigned Holder of the Warrant hereby:

1.   irrevocably elects to exercise the Warrant to the extent of purchasing
     _____________Warrant Shares;

2.   makes payment in full of the aggregate Exercise Price for those Warrant
     Shares in the amount of $________________ by certified check or wire
     transfer of immediately available funds;

3.   requests, if the number of Warrant Shares purchased are not all the Warrant
     Shares purchasable pursuant to the Warrant, that a new Warrant of like
     tenor for the remaining Warrant Shares purchasable pursuant to the Warrant
     be issued and delivered to the undersigned at the address indicated below.

Dated:                          Holder:
      --------------------------       ------------------------------

By:
   --------------------------

Its:
     ------------------------

Address:
         ---------------------------------

         ---------------------------------