EXHIBIT 4.12


THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR SOLD UNLESS (i) A
REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT THERETO,
(ii) A WRITTEN OPINION REASONABLY SATISFACTORY TO THE ISSUER FROM COUNSEL FOR
THE ISSUER OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER
HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED OR (iii) A
"NO-ACTION" LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION.


              Void after 5:00 P.M., New York Time, on April 7, 2003


                                                       Warrant to Purchase _____
                                                          Shares of Common Stock



                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                    GLOBAL TELECOMMUNICATION SOLUTIONS, INC.



This is to certify that, for VALUE RECEIVED, __________________, his successors
and assigns (the "Holder"), is entitled to purchase, subject to provisions of
this Warrant, from Global Telecommunication Solutions, Inc., a Delaware
corporation (the "Company"), at any time on or after the date hereof, and not
later than 5:00 p.m. New York time, on April 7, 2003, _______ shares of the
Company's Common Stock, $.01 par value, at a purchase price per share of $7.00.
The number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for a share of Common Stock may be adjusted
from time to time as set forth in Section F hereof. The shares of Common Stock
deliverable upon such exercise and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Stock" and the exercise price for
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price".

         A. Exercise of Warrant. This Warrant may be exercised in whole or in
part at any time, or from time to time, on or after the date hereof, but not
later than 5:00 p.m. New York time, on April 7, 2003, or if April 7, 2003 is a
day on which banking institutions are authorized by law to close, then on the
next succeeding day which shall not be such a day, by presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of shares specified in such form, together with
all federal and state taxes applicable upon such exercise. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the shares purchasable hereunder. Upon
receipt by the Company of this Warrant at the office or agency of the Company,
in proper form for exercise, the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise notwithstanding
that the stock transfer books of the Company shall then be closed or that
certificates representing such shares of Common Stock shall not then be actually
delivered to the Holder.



                                       
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         In addition to and without limiting the rights of the Holder under any
other terms set forth herein, the Holder shall have the right, upon written
request by the Holder delivered or transmitted to the Company together with this
Warrant, to exchange this Warrant, in whole or in part at any time on or before
the Expiration Date, for the number of shares of Common Stock of the Company
having an aggregate current market price on the date of such exchange
(determined as provided in Section C hereof) equal to the difference between (a)
the aggregate current market value on the date of such exchange (determined as
aforesaid) of the shares of Warrant Stock designated by the Holder, and (b) the
aggregate Exercise Price the Holder would have paid to the Company to purchase
such designated shares of Warrant Stock upon exercise of this Warrant. Upon such
exchange, the number of shares of Warrant Stock purchasable upon exercise of
this Warrant shall be reduced by such designated number of shares Warrant Stock
and, if a balance of purchasable shares of Warrant Stock remains after such
exchange, the Company shall execute and deliver to the Holder a new Warrant
evidencing the right to purchase such balance of shares of Warrant Stock;
provided, that no fractional shares shall be issuable upon such exchange, and if
the number of shares of Common Stock determined in accordance with the foregoing
formula is other than a whole number, the Company shall pay the Holder an amount
by check, determined in accordance with the provisions of Section C hereof.

         B. Reservation of Shares. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock as shall be required for
issuance and/or delivery upon exercise of this Warrant.

         C. Fractional Shares. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock of the Company
upon the exercise of the Warrants, nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock of the Company or other
securities, properties or rights.

         D. Exchange, Assignment or Loss of Warrant. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
Holder hereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. This Warrant may be sold, transferred, assigned or
hypothecated by the Holder at any time subject to compliance with the Securities
Act of 1933, as amend (the "Act") and applicable state securities law. Any such
assignment shall be made by surrender of this Warrant to the Company or at the
office of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax; whereupon the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this Warrant shall
promptly be cancelled. This Warrant may be divided or combined with other
Warrants which carry the same rights upon presentation hereof at the office of
the Company or at the office of its stock transfer agent, if any, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term "Warrant" as used
herein includes any Warrants issued in substitution for or replacement of this
Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of loss, theft or destruction, of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be
enforceable in accordance with its terms.

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         E. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant or
incorporated by reference herein and are not enforceable against the Company to
the extent not set forth herein or incorporated by reference herein.

         F. Anti-Dilution Provisions. The Exercise Price of the Warrants and the
number of shares of Common Stock issuable upon exercise of the Warrants shall be
subject to adjustment from time to time as hereinafter set forth in Article IV
of the Note and Warrant Purchase Agreement dated as of April 8, 1998 ("Purchase
Agreement").

         G.       Transfer to Comply With the Act.

                  1. This Warrant or the Warrant Stock or any other security
issued or issuable upon exercise of this Warrant may not be offered or sold
except in conformity with the Act, as amended, and then only against receipt of
an agreement of such person to whom such offer or sale is made to comply with
the provisions of this Section G with respect to any resale or other disposition
of such securities.

                  2. The Company may cause the following legend to be set forth
on each Warrant and certificate representing Warrant Stock or any other security
issued or issuable upon exercise of this Warrant not theretofore distributed to
the public pursuant to an effective registration statement under the Act, unless
counsel for the Company is of the opinion as to any such certificate that an
exemption from registration under the Act is available and that such legend is
unnecessary:

                  "The securities represented by this warrant certificate have
                  not been registered under the Securities Act of 1993 and may
                  not be transferred or sold unless (i) a registration statement
                  under such act is then in effect with respect thereto, (ii) a
                  written opinion reasonably satisfactory to the issuer from
                  counsel for the issuer or other counsel for the holder
                  reasonably acceptable to the issuer has been obtained to the
                  effect that no such registration is required or (iii) a
                  "no-action" letter or its then equivalent has been issued by
                  the staff of the Securities and Exchange Commission."

                  3. The Holder of this Warrant and the Warrant Stock is
entitled to registration rights in accordance with Article IV of the Purchase
Agreement.

         H. Applicable Law. This Warrant shall be governed by, and construed in
accordance with, the internal laws of the Commonwealth of Pennsylvania without
giving effect to conflict of laws.


                                             GLOBAL TELECOMMUNICATION
                                             SOLUTIONS, INC.
Attest:


_______________________________              By:_______________________________
David Tobin, Secretary                          Randy Cherkas, President







                                      
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                                  PURCHASE FORM


                                                            Date:_____________


         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _________ shares of Common Stock and hereby
makes payment of $_________ in payment of the actual exercise price thereof.

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

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

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


Name ____________________________________________________________
          (Please typewrite or print in block letters)

Address __________________________________________________________

        __________________________________________________________

        __________________________________________________________



Signature ________________________________________________________



                                                              
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                                 ASSIGNMENT FORM



FOR VALUE RECEIVED, _____________________________________________

hereby sells, assigns and transfers unto

Name _______________________________________________________________
          (Please typewrite or print in block letters)

Address ____________________________________________________________

the right to purchase Stock represented by this Warrant to the extent of
_______________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ________________________________________
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.



                                          Signature___________________________

Dated:______________



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