EX-4.2
                             FORM OF CLASS A WARRANT

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD
OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES
LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE
OPINION OF COUNSEL, SUCH REGISTRATION UNDER THE SECURITIES ACT AND
OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

                                     CLASS A WARRANT

                         to Purchase Shares of Common Stock of
                    Platforms Wireless International Corporation

____________________, 2001

     This certifies that, for value received, *******************, (a
"Holder") is entitled to purchase, subject to the provisions of this
Warrant, from Platforms Wireless International Corp., an Oklahoma
corporation, (the "Issuer"), at any time or from time to time
beginning **** **, 2001 (the "Effective Date") until **** **, 2002
(the "Expiration Date"), ******* fully paid and non-assessable shares
of common stock (the "Common Stock"), of the Issuer at an exercise
price of  $ .01 per share, subject to adjustment pursuant to the
terms hereunder (the "Exercise Price") (such shares of Common Stock
and other securities issued and issuable upon exercise of this
Warrant, the "Warrant Shares").

     Section 1. Definitions. Except as otherwise specified herein,
terms defined herein shall have the meanings assigned to them in the
form of the Subscription Agreement of even date herewith by and
between Issuer and the purchasers thereof (the "Agreement").

     Section 2. Exercise of Warrant. Subject to the provisions
hereof, this Warrant may be exercised, in whole or in part, but not
as to a fractional share, at any time or from time to time on or
after the Effective Date and on or before the Expiration Date, by
presentation and surrender hereof to the Issuer at the address which,
is then effective for notices to the Issuer, with the Election to
Purchase Form annexed hereto, duly executed and accompanied by
payment to the Issuer as further set forth below, for the account of
the Issuer, of the Exercise Price for the number of Warrant Shares
specified in such form. If this Warrant should be exercised in part
only, the Issuer shall, upon surrender of this Warrant, execute and
deliver a new Warrant evidencing the rights of the Holder hereof to
purchase the balance of the Warrant Shares purchasable hereunder. The
Issuer shall maintain at its principal place of business a register
for the registration of this Warrant and registration of transfer of
this Warrant. The Exercise Price for the number of Warrant Shares
specified in the Election to Purchase Form shall be payable by
certified or official bank check payable to the order of the Issuer
or by wire transfer of immediately available funds to an account
specified by the Issuer for that purpose.

     Certificates representing Warrant Shares shall bear the
following restrictive legend:

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) THE COMPANY HAS
BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER."

     Section 3. Reservation of Shares; Preservation of Rights of
Holder. The Issuer hereby agrees that there shall be reserved for
issuance and/or delivery upon exercise of this Warrant, such number
of Warrant Shares as shall be required for issuance or delivery upon
exercise of this Warrant. The Warrant surrendered upon exercise shall
be canceled by the Issuer. After the Expiration Date, no shares of
Common Stock shall be subject to reservation in respect of this
Warrant. The Issuer further agrees (a) that it will not, by amendment
of its Articles of Incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other
voluntary act, avoid or seek to avoid the observation or performance
of any of the covenants, stipulations, or conditions to be observed
or performed hereunder by the Issuer, and (b) promptly to take such
action as may be required of the Issuer to permit the Holder to
exercise this Warrant and the Issuer duly and effectively to issue
shares of its Common Stock or other securities as provided herein
upon the exercise hereof. Without limiting the generality of the
foregoing, should the Warrant Shares at any time consist in whole or
in part of shares of capital stock having a par value, the Issuer
agrees that before taking any action which would cause an adjustment
of the Exercise Price so that the same would be less than the then
par value of such Warrant Shares, the Issuer shall take any corporate
action which may, in the opinion of its counsel, be necessary in
order that the Issuer may validly and legally issue fully paid and
nonassessable shares of such Common Stock at the Exercise Price as so
adjusted. The Issuer further agrees that it will not establish a par
value for its Common Stock while this Warrant is outstanding in an
amount greater than the Exercise Price.

     Section 4. Exchange, Transfer, Assignment, or Loss of Warrant.
Any attempted transfer of this Warrant, the Warrant Shares, or any
new Warrant not in accordance with this Section shall be null and
void, and the Issuer shall not in any way be required to give effect
to such transfer. No transfer of this Warrant shall be effective for
any purposes hereunder until (a) written notice of such transfer and
of the name and address of the transferee has been received by the
Issuer, and (b) the transferee shall first agree in a writing
deposited with the Secretary of the Issuer to be bound by all the
provisions of this Warrant and the Agreement. Upon surrender of this
Warrant to the Issuer by any transferee authorized under the
provisions of this Section, the Issuer shall, without charge, execute
and deliver a new Warrant registered in the name of such transferee
at the address specified by such transferee, and this Warrant shall
promptly be canceled. The Issuer may deem and treat the registered
Holder of any Warrant as the absolute owner thereof for all purposes,
and the Issuer shall not be affected by any notice to the contrary.
Any Warrant, if presented by an authorized transferee, may be
exercised by such transferee without prior delivery of a new Warrant
issued in the name of the transferee.

     Upon receipt by the Issuer of evidence reasonably 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 Issuer will execute and deliver a new
Warrant of like tenor and date. Any such new Warrant executed and
delivered shall constitute a separate contractual obligation on the
part of the Issuer, whether or not the Warrant is lost, stolen,
destroyed, or mutilated shall be at any time enforceable by anyone.

     Section 5. Rights of Holder. Neither a Holder nor his transferee
by devise or the laws of descent and distribution or otherwise shall
be, or have any rights or privileges of, a shareholder of the Issuer
with respect to any Warrant Shares, unless and until certificates
representing such Warrant Shares shall have been issued and delivered
thereto.

     Section 6. Adjustments in Exercise Price and Warrant Shares. The
Exercise Price and Warrant Shares shall be subject to adjustment from
time to time as provided in this Section.  [a] If the Issuer is
recapitalized through the subdivision or combination of its
outstanding shares of Common Stock into a larger or smaller number of
shares, the number of shares of Common Stock for which this Warrant
may be exercised shall be increased or reduced, as of the record date
for such capitalization, in the same proportion as the increase or
decrease in the outstanding shares of Common Stock, and the Exercise
Price shall be adjusted so that the aggregate amount payable for the
purchase of all Warrant Shares issuable hereunder immediately after
the record date for such capitalization shall equal the aggregate
amount so payable immediately before such record date. [b] In the
case of any consolidation of the Issuer with, or merger of the Issuer
into, any other corporation (other than a consolidation or merger in
which the Issuer is the continuing corporation and in which no change
occurs in its outstanding Common Stock), or in the case of any sale
or transfer of all or substantially all of the assets of the Issuer,
or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a
merger of a third corporation into the Issuer, except where the
Issuer is the surviving entity and no change occurs in its
outstanding Common Stock), the corporation formed by such
consolidation or the corporation resulting from such merger or the
corporation which shall have acquired such assets or securities of
the Issuer, as the case may be, shall execute and deliver to the
Holder simultaneously therewith a new Warrant, satisfactory in form
and substance to the Holder, together with such other documents as
the Holder may reasonably request, entitling the Holder thereof to
receive upon exercise of such Warrant the kind and amount of shares
of stock and other securities and property receivable upon such
consolidation, merger, sale, transfer, by a Holder of the number of
shares of Common Stock purchasable upon exercise of this Warrant and
shall provide for adjustments which, for events subsequent to the
effective date of such written instrument, shall be as nearly
equivalent as may be practicable to the adjustments provided for in
this Section. The provisions of this paragraph shall similarly apply
to successive consolidations, merger, exchanges, sales or other
transfers covered hereby. [c] If the Issuer shall, at a time before
the expiration of this Warrant, sell all or substantially all of its
assets and distribute the proceeds thereof to the Issuer's
shareholders, the Holder shall, upon exercise of this Warrant, have
the right to receive, in lieu of the shares of Common Stock of the
Issuer that the Holder otherwise would have been entitled to receive,
the same kind and amount of assets as would have been issued,
distributed, or paid to the Holder upon any such distribution with
respect to such shares of Common Stock of the Issuer has the Holder
been the holder of records of such shares of Common Stock receivable
upon exercise of this Warrant on the date for determining those
entitled to receive any such distribution. If any such distribution
results in any cash distribution in excess of the Exercise Price
provide by this Warrant, the Holder may, at the Holder's option,
exercise this Warrant without making payment of the Exercise Price
and, in such case, the Issuer shall, upon distribution to the Holder,
consider the Exercise Price to have been paid in full and, in making
settlement to the Holder, shall obtain receipt of the Exercise Price
by deducting an amount equal to the Exercise Price for the shares of
Common Stock receivable upon exercise of this Warrant from the amount
payable to the Holder. [d] The term "Common Stock" shall mean the
Common Stock of the Issuer as the same exists at the Closing Date or
as such stock may be constituted from time to time, except that for
the purpose of this Section, the term "Common Stock" shall include
any stock of any class of the Issuer which has no preference in
respect of interest or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution, or winding up of
the Issuer and which is not subject to redemption by the Issuer. [e]
The Issuer shall retain a firm of independent public accountants of
recognized standing (who may be any such firm regularly employed by
the Issuer) to make any computation required under this Section, and
a certificate signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Section. [f]
Notwithstanding any other provision, this Warrant shall be binding
upon and inure to the benefit of any successors and assigns of the
Issuer.

     Section 7. Notice of Adjustment. So long as this Warrant shall
be outstanding, [a] if the Issuer shall propose to pay any interest
or make any interest or make any distribution upon the Common Stock,
or [b] if the Issuer shall offer generally to the holders of Common
Stock the right to subscribe to or purchase any shares of any class
of Common Stock or securities convertible into Common Stock or any
other similar rights, or [c] if there shall be any proposed capital
reorganization of the Issuer in which the Issuer is not the surviving
entity, recapitalization of the capital stock of the Issuer,
consolidation or merger of the Issuer with or into another
corporation, sale, lease, or other transfer of all or substantially
all of the property and assets of the Issue, or voluntary or
involuntary dissolution, liquidation or winding up of this Issuer, or
[d] any significant or special action or event, then in such event,
the Issuer shall give to the Holder, reasonable notice prior to the
relevant data a notice containing a description of the proposed
action or event and stating the date or expected date on which a
record of the Issuer's stockholders is to be taken for any of the
foregoing purposes, and the date or expected date on which any such
dividend, distribution, subscription, reclassification,
reorganization, consolidation, combination, merger, conveyance, sale,
lease or transfer, dissolution, liquidation or winding up is to take
place and the date or expected date, if any is to be fixed, as of
which the holders of Common Stock of records shall be entitled to
exchange their shares of Common Stock for securities or other
property deliverable upon such event.

     Section 8. Notice. Any notice to be given or to be served upon
any party in connection with the Warrant must be in writing and will
be deemed to have been given and received upon confirmed receipt, if
sent by facsimile, or two (2) days after it has been submitted for
delivery by Federal Express or any equivalent carrier, charges
prepaid, and addressed to the following addresses with a confirmation
of delivery.

If to the Issuer, to:        Platforms Wireless International Corporation
                             227 Broadway, Ste. 200
                             Santa Monica, CA  90405

If to the Holder, to:        The address set forth in the Subscription Agreement
                             executed by Holder

Any party may, at any time, by giving notice to the other party,
designate any other address in substitution of an address established
pursuant to the foregoing to which notice will be given.

     Section 9. Choice of Law; Conflict of Law; Jurisdiction and
Venue. Except as otherwise expressly provided herein, the terms,
conditions and enforceability of the Warrant shall be governed by and
interpreted under the laws of the State of California, without regard
to conflict of law provisions.

     Section 10.   Registration Rights.   This Warrant and/or the
shares of common stock to be issued at such time the Warrant is
exercised, shall be included by the Issuer in the next registration
of securities by the Issuer and at the sole cost and expense of the Issuer.

Dated: ______________, 2001

                                               PLATFORMS WIRELESS
                                               INTERNATIONAL CORPORATION

                                               By: _________________________
                                               Name:   Charles Nelson
                                               Title: Chief Financial Officer

ATTEST:


_______________________________
Director of Compliance

                               ELECTION TO PURCHASE

The undersigned hereby irrevocably elects to exercise this Warrant
and to purchase _____________ shares of Platforms Wireless
International Corp. Common Stock issuable upon the exercise of this
Warrant, and requests that certificates for such shares be issued in
the name of:


(Name, please print or type)


(Address)


(Social Security Number or other Taxpayer Identification Number)

and, if the number of Warrant shares so purchased are not all of the
Warrant Shares issuable upon exercise of the Warrant, that a Warrant
to purchase the balance of such Warrant Shares be registered in the
name of, and delivered to, the undersigned at the address stated below.


Date: _____________________________


Name of Registered Owner:
_____________________________________________________________________

Address:
_____________________________________________________________________

_____________________________________________________________________


Signature: ___________________________