<PAGE>

                                                                    EXHIBIT 4.15


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW
TOWARD RESALE OR DISTRIBUTION. THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE
REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT.

                            JAG MEDIA HOLDINGS, INC.
                            ------------------------

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: JM-001                         Number of Shares Issuable: 1,000,000
Date of Issuance: April 9, 2002

         JAG Media Holdings, Inc., a Nevada corporation (the "Company"), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, FAS Holdings, Inc., a corporation organized
under the laws of the state of Delaware, the registered holder hereof or its
permitted assigns, is entitled, subject to the terms set forth below, to
purchase from the Company upon surrender of this Warrant, at any time or times
on or after the date hereof, but not after 5:00 P.M. Eastern Standard Time on
the Expiration Date (as defined herein) one million (1,000,000) fully paid
nonassessable shares of Common Stock (as defined herein) of the Company (the
"Warrant Shares") at the Warrant Exercise Price per share provided in Section l
(a) below;

         Section 1.

         (a)      Definitions. The following words and terms as used in this
Warrant shall have the following meanings:


                  (i)      "Common Stock" means (i) the Company's Class A common
         stock, par value $0.00001 per share, and (ii) any capital stock into
         which such Common Stock shall have been changed or any capital stock
         resulting from a reclassification of such Common Stock.

                  (ii)     "Expiration Date" means April 8, 2007, or, if such
         date falls on a Saturday, Sunday or other day on which banks are
         required or authorized to be closed in the City of New York or the
         State of New York (a "Holiday"), the next preceding date that is not a
         Holiday.

                  (iii)    "Person" means an individual, a limited liability
         company, a partnership, a joint venture, a corporation, a trust, an
         unincorporated organization and a government or any department or
         agency thereof.


                                       1
<PAGE>

                  (iv)     "Securities Act" means the Securities Act of 1933, as
         amended.

                  (v)      "Warrant" shall mean this Warrant No. JM-001, dated
         April 9, 2002, and all warrants issued in exchange, transfer or
         replacement of any thereof.

                  (vi)     "Warrant Exercise Price" shall be equal to $0.001 per
         share of Common Stock, subject to adjustment as hereinafter provided.

         (b)      Other Definitional Provisions.

                  (i)      Except as otherwise specified herein, all references
         herein (A) to the Company shall be deemed to include the Company's
         successors and (B) to any applicable law defined or referred to herein,
         shall be deemed references to such applicable law as the same may have
         been or may be amended or supplemented from time to time.

                  (ii)     When used in this Warrant, the words "herein,"
         "hereof," and "hereunder," and words of similar import, shall refer to
         this Warrant as a whole and not to any provision of this Warrant, and
         the words "Section," "Schedule," and "Exhibit" shall refer to Sections
         of, and Schedules and Exhibits to, this Warrant unless otherwise
         specified.

                  (iii)    Whenever the context so requires, the neuter gender
         includes the masculine or feminine, and the singular number includes
         the plural, and vice versa.

         Section 2.        Exercise of Warrant.
                           --------------------


         (a)      Subject to the terms and conditions hereof, this Warrant may
be exercised by the holder hereof then registered on the books of the Company,
in whole or in part, at any time on any business day or after the opening of
business on the date hereof and prior to 11:59 P.M. Eastern Standard Time on the
Expiration Date by (i) delivery of a written notice, in the form of the
subscription notice attached as Exhibit A hereto, of such holder's election to
exercise this Warrant, which notice shall specify the number of Warrant Shares
to be purchased, (ii) payment to the Company of an amount equal to the Warrant
Exercise Price multiplied by the number of Warrant Shares as to which the
Warrant is being exercised (plus any applicable issue or transfer taxes) (the
"Aggregate Exercise Price") in cash or by check or wire transfer, and (iii) the
surrender of this Warrant, to a common carrier for delivery to the Company as
soon as practicable following such date, this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft, or
destruction); provided that if such Warrant Shares are to be issued in any name
other than that of the registered holder of this Warrant, such issuance shall be
deemed a transfer and the provisions of Section 7 shall be applicable. In the
event of any exercise of the rights represented by this Warrant in compliance
with this Section 2, a certificate or certificates for the Warrant Shares so
purchased, in such denominations as may be requested by the holder hereof and
registered in the name of, or as directed by, the holder, shall be delivered at
the Company's expense to, or as directed by, such holder as soon as practicable
after such rights shall have been so exercised, and in any event no later than
five (5) business days after the Company's receipt of the Exercise Notice, the
Aggregate Exercise Price and this Warrant (or indemnification undertaking with
respect to this Warrant in the case of its loss, theft or destruction) Upon
delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause (ii) (A) above, the holder of this Warrant shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date
of delivery of this Warrant as required by clause (iii) above or the
certificates evidencing such Warrant Shares.


                                       2
<PAGE>

         (b)      Unless the rights represented by this Warrant shall have
expired or shall have been fully exercised, the Company shall, as soon as
practicable and in any event no later than five (5) business days after any
exercise and at its own expense, issue a new Warrant identical in all respects
to the Warrant exercised except (i) it shall represent rights to purchase the
number of Warrant Shares purchasable immediately prior to such exercise under
the Warrant exercised, less the number of Warrant Shares with respect to which
such Warrant is exercised, and (ii) the holder thereof shall be deemed for all
corporate purposes to have become the holder of record of such Warrant Shares
immediately prior to the close of business on the date on which the Warrant is
surrendered and payment of the amount due in respect of such exercise and any
applicable taxes is made, irrespective of the date of delivery of certificates
evidencing such Warrant Shares, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are properly
closed, such person shall be deemed to have become the holder of such Warrant
Shares at the opening of business on the next succeeding date on which the stock
transfer books are open. Upon presentation of a duly executed Subscription Form
in the Form of Exhibit A to this Warrant, the holder shall be entitled to
exercise this Warrant in whole or in part, if the holder shall have previously
exercised and surrendered this Warrant and the Company shall not have issued a
new Warrant representing the number of shares issuable following such prior
exercise.

         (c)      No fractional shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock issued
upon exercise of this Warrant shall be rounded up or down to the nearest whole
number.

         Section 3.        Covenants as to Common Stock. The Company hereby
covenants and agrees as follows:

         (a)      This Warrant is, duly authorized and validly issued.

         (b)      All Warrant Shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof.

         (c)      During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved at least the number of shares of Common Stock needed to provide for the
exercise of the rights then represented by this Warrant and the par value of
said shares will at all times be less than or equal to the applicable Warrant
Exercise Price.

         (d)      The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant. Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common Stock receivable upon
the exercise of this Warrant above the Exercise Price then in effect, and (ii)
will take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.


                                       3
<PAGE>

         (e)      This Warrant will be binding upon any entity succeeding to the
Company by merger, consolidation or acquisition of all or substantially all of
the Company's assets.

         Section 4.        Taxes. The Company shall not be required to pay any
tax or taxes attributable to the initial issuance of the Warrant Shares or any
permitted transfer involved in the issue or delivery of any certificates for
Warrant Shares in a name other than that of the registered holder hereof or upon
any permitted transfer of this Warrant.

         Section 5.        Warrant Holder Not Deemed a Stockholder. Except as
otherwise specifically provided herein, no holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares
of the Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares which he or she is
then entitled to receive upon the due exercise of this Warrant.

         In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on such holder to purchase any securities or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company will
provide the holder of this Warrant with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

         Section 6.        Representations of Holder. The holder of this
Warrant, by the acceptance hereof, represents (and any assignor shall represent)
that it is acquiring this Warrant and the Warrant Shares for its own account for
investment purposes and not with a view to, or for sale in connection with, any
distribution hereof, and not with any present intention of distributing any of
the same. The holder of this Warrant further represents (and any assignor shall
represent), by acceptance hereof, that, as of this date, such holder is an
"accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D
promulgated by the Securities and Exchange Commission under the Securities Act
(an "Accredited Investor"). Upon exercise of this Warrant, the holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the Warrant Shares so purchased are being acquired solely for the
holder's own account and not as a nominee for any other party, for investment,
and not with a view toward distribution or resale and that such holder is an
Accredited Investor. If such holder cannot make such representations because
they would be factually incorrect, it shall be a condition to such holder's
exercise of the Warrant that the Company receive such other representations as
the Company considers reasonably necessary to assure the Company that the
issuance of its securities upon exercise of the Warrant shall not violate any
United States Federal or state securities laws.


                                       4
<PAGE>

         Section 7.        Ownership and Transfer.
                           ----------------------

         (a)      The Company shall maintain at its principal executive offices
(or such other office or agency of the Company as it may designate by notice to
the holder hereof), a register for this Warrant, in which the Company shall
record the name and address of the person in whose name this Warrant has been
issued, as well as the name and address of each permissible transferee. The
Company may treat the person in whose name any Warrant is registered on the
register as the owner and holder thereof for all purposes, notwithstanding any
notice to the contrary, but in all events recognizing any transfers made in
accordance with the terms of this Warrant.

         (b)      This Warrant and the rights granted to the holder hereof are
transferable, in whole or in part, upon surrender of this Warrant, together with
a properly executed warrant power in the form of Exhibit B attached hereto;
provided, however, that any transfer or assignment shall subject to the
conditions set forth in Section 6 above and Section 7(c) below.

         (c)      The holder of this Warrant understands that this Warrant has
not been and is not expected to be, registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (a) subsequently registered thereunder, or (b) such holder
shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
securities to be sold, assigned or transferred may be sold, assigned or
transferred pursuant to an exemption from such registration. Any sale of such
securities made in reliance on Rule 144 promulgated under the Securities Act may
be made only in accordance with the terms of said Rule and further, if said Rule
is not applicable, any resale of such securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder; and neither
the Company nor any other person is under any obligation to register the Warrant
Shares under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder except as set forth in
Section 7(d) below.

         Section 8.        Adjustment of Warrant Exercise Price. In order to
prevent dilution of the rights granted under this Warrant, the Warrant Exercise
Price shall be adjusted from time to time as follows:

         (a)      Adjustment of Warrant Exercise Price upon Subdivision or
Combination of Common Stock. If the Company at any time after the date of
issuance of this Warrant, subdivides (by any stock split, stock dividend,
re-capitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased. If the Company at any time after the date of
issuance of this Warrant combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Warrant Exercise Price in effect immediately prior
to such combination will be proportionately increased and the number of shares
of Common Stock obtainable upon exercise of this Warrant will be proportionately
decreased.


                                       5
<PAGE>

         (b)      Reorganization, Reclassification, Consolidation, Merger or
Sale. Any re-capitalization, reorganization reclassification, consolidation,
merger, sale of all or substantially all of the Company's assets to another
Person or other similar transaction which is effected in such a way that holders
of Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock is referred to herein as in "Organic Change." Prior to the
consummation of any Organic Change, the Company will make appropriate provision
to insure that, upon the consummation of such Organic Change, the holder hereof
will thereafter have the right to acquire and receive in lieu of the Common
Stock, such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for the number of shares of Common Stock
immediately theretofore acquirable and receivable upon exercise of this Warrant
had such Organic Change not taken place. In any such case, the Company will make
appropriate provision with respect to such holders' rights and interests to
insure that the provisions of this Section 8(b) will thereafter be applicable to
this Warrant.

         (c)      Notices.
                  -------

                  (i)      Immediately upon any adjustment of the Warrant
         Exercise Price pursuant to this Section 8, the Company will give
         written notice thereof to the holder of this Warrant, setting forth in
         reasonable detail and certifying the calculation of such adjustment.

                  (ii)     The Company will give written notice to the holder of
         this Warrant at least twenty (20) days prior to the date on which the
         Company closes its books or takes a record (A) with respect to any
         dividend or distribution upon the Common Stock, (B) with respect to any
         pro rata subscription offer to holders of Common Stock or (C) for
         determining rights to vote with respect to any Organic Change,
         dissolution or liquidation, except that in no event shall such notice
         be provided to such holder prior to such information being made known
         to the public.

                  (iii)    The Company will also give written notice to the
         holder of this Warrant at least twenty (20) days prior to the date on
         which any Organic Change, dissolution or liquidation will take place.

         Section 9.        Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall, on receipt
of an indemnification undertaking, issue a new Warrant of like denomination and
tenor as the Warrant so lost, stolen, mutilated or destroyed.

         Section 10.       Notice. Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile, provided a
copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3)
days after being sent by U.S. certified mail, return receipt requested; or (iv)
one (1) day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:

              If to the Company:        JAG MEDIA HOLDINGS, INC.
                                        6865 S.W. 18th Street, Suite B13
                                        Boca Raton, FL 33433
                                        Attention: Thomas J. Mazzarisi
                                        Telephone: (561) 393-0605
                                        Facsimile: (561) 393-6018


                                       6
<PAGE>

                                        With a copy to:

                                        JAG MEDIA HOLDINGS, INC.
                                        64 Princeton Hightstown Road, Suite 219
                                        Princeton Junction, NJ  08550
                                        Attention: Stephen J. Schoepfer
                                        Telephone: (888) 828-4174
                                        Facsimile: (888) 828-4174

              If to the Holder:         FAS HOLDINGS, INC.
                                        60 East 42nd Street, Suite 2544
                                        New York, NY  10165
                                        Attention: David Fuchs
                                        Telephone: (212) 922-2088
                                        Facsimile: (212) 949-9886


         If to a holder of this Warrant, to it at the address set forth below
such holder's signature on the signature page hereof. Each party shall provide
five (5) days' prior written notice to the other party of any change in address
or facsimile number.

         Section 11.       Amendments. This Warrant and any term hereof may be
changed, waived, discharged, or terminated only by an instrument in writing
signed by the Company or holder.

         Section 12.       Date. The date of this Warrant is April 9, 2002. This
Warrant, in all events, shall be wholly void and of no effect after the close of
business on the Expiration Date, except that notwithstanding any other
provisions hereof, the provisions of Section 7 shall continue in full force and
effect after such date as to any Warrant Shares or other securities issued upon
the exercise of this Warrant.

         Section 13.       Amendment and Waiver. Except as otherwise provided
herein, the provisions of this Warrant may be amended and the Company may take
any action herein prohibited, or omitted to perform any act herein required to
be performed by it, only if the Company has obtained the written consent of the
holder of this Warrant.

         Section 14.       Descriptive Headings; Governing Law. The descriptive
headings of the several sections of this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. This
Warrant shall be governed by and interpreted under the laws of the State of New
York, without giving effect to any choice of law or conflict of law provision.


                                       7
<PAGE>

This Warrant has been duly executed by the Company as of the date first set
forth above.


                                             JAG MEDIA HOLDINGS, INC.




                                             By:   /s/ Stephen J. Schoepfer
                                                --------------------------------
                                                Name:  Stephen J. Schoepfer
                                                Title: Chief Operating Officer





ACCEPTED:
HOLDER: FAS HOLDINGS, INC.




By:
   --------------------------------
   Name:
   Title:


                                       8
<PAGE>

                                   EXHIBIT A
                                   ---------

                              FORM OF SUBSCRIPTION
                              --------------------

     (Complete and sign only exercise of the Warrant in whole or in part.)

TO:
         -----------------------------------

         The undersigned, the holder of the attached Warrant to which this Form
of Subscription applies, hereby irrevocably elects to exercise the purchase
rights represented by such warrant for and to purchase thereunder _______ shares
of Common Stock, par value $0.00001 per share (the "Shares"), from
__________________________, (or such other securities issuable pursuant to the
terms of the Warrant) and herewith makes payment of $_______ therefor in cash or
by certified or official bank check. The undersigned hereby requests that the
certificate(s) representing such securities be issued in the name(s) and
delivered the address(es) as follows:

Name:
                         -----------------------------------------------
Address:
                         -----------------------------------------------
Social Security Number:
                         -----------------------------------------------
Deliver to:
                         -----------------------------------------------
Address:
                         -----------------------------------------------

         This the foregoing subscription evidences an exercise of the Warrant to
purchase fewer than all of the Shares (or other securities issuable pursuant to
the terms of the Warrant) to which the undersigned is entitled under such
warrant, please issue a new warrant, of like tenor, relating to the remaining
portion of the securities issuable upon exercise of such warrant (or other
securities issuable pursuant to the terms of such warrant) in the name(s), and
deliver the same to the address(es), as follow:

Name:
                         -----------------------------------------------
Address:
                         -----------------------------------------------
Dated:
                         -----------------------------------------------


----------------------------------      ----------------------------------------
(Name of Holder)                        (Social Security or Taxpayer
                                        Identification Number of Holder,
                                        if applicable)

----------------------------------
(Signature of Holder or Authorized
Signatory)

Signature Guaranteed:
                      -----------------------------------


                                       9
<PAGE>

                                   EXHIBIT B

                             FORM OF WARRANT POWER

         FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
____________________________________________ [Federal Identification
No._____][Social Security No.___], a warrant to purchase shares of the capital
stock of ______________________, a _________ corporation, represented by warrant
certificate No._________, standing in the name of the undersigned on the books
of said corporation. The undersigned does hereby irrevocably constitute and
appoint ____________________________, attorney to transfer the warrants of said
corporation, with full power of substitution in the premises.

Dated:
       -----------------------

                                             By:
                                                  ------------------------------
                                             Its:
                                                  ------------------------------


                                       10