VOID AFTER 5:00 P.M., EASTERN TIME,ON NOVEMBER ___, 2007

 

THIS WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT(COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISETRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR IN ATRANSACTION THAT, IN THE OPINION OF COUNSEL TO NEXTGEN COMMUNICATIONSCORPORATION, QUALIFIES AS AN EXEMPT TRANSACTION UNDER SUCH ACT AND THE RULES ANDREGULATIONS PROMULGATED THEREUNDER.

NEXTGEN COMMUNICATIONS CORP.

COMMON STOCK PURCHASE WARRANT

No. 11/  /02-                                                                                                                    ________ Warrant Shares

                NEXTGENCOMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), herebycertifies that ________________ (the "Initial Holder"), is entitled, subject tothe terms set forth below, to purchase from the Company, ____________ shares(the "Warrant Shares") of fully paid and non-assessable Common Stock of theCompany, par value $.001 per share, at a purchase price of One Dollar ($1.00)per Warrant Share, subject to adjustment from time to time pursuant to Section3 hereof (the "Purchase Price"). The term "Common Stock" means, unless thecontext otherwise requires, the Company's Common Stock, par value $.001 pershare, or other securities or property at the time deliverable upon theexercise of this Warrant.

                1.             Exercise.

                1.1           Timing of Exercise. ThisWarrant shall be exercisable in whole or in part from time to time commencingas of the date hereof and expiring at 5:00 P.M., Central time, on November ___,2007 (the "Expiration Date"), and may not be exercised thereafter.

               1.2           Manner of Exercise. Thepurchase rights evidenced by this Warrant shall be exercised by the InitialHolder or any person permitted by Section 6.1 herein (collectively, "theHolder"), by surrendering this Warrant, with the Notice of Exercise in the formof Exhibit A hereto duly executed by the Holder, to the Company at itsprincipal office (or such other office as may be designated by the Company tothe Holder), accompanied by payment (in cash, by wire transfer or by certifiedor official bank check or checks) of the Purchase Price. In lieu of a monetarypayment for the applicable Exercise Price, the Holder may elect to receive,without the payment of any additional consideration, shares of Common Stockequal to the net value of its Warrant Shares or portion thereof by thesurrender of such Warrant to the Company with the net issuance election markedin the Notice of Exercise. Thereupon, the Company shall issue to the Holder,such number of fully paid and nonassessable shares of Common Stock as iscomputed using the following formula:

                                                                X= Y(A-B) /A

                                                                                 

where X = the number of shares of Common Stock to be issued to theHolder pursuant to this Section 1.2.

                                 

| Y=     | the number of Warrant Shares inrespect of which the net issuance election is made pursuant to this Section1.2.                                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| A    = | the average closing price of one shareof Common Stock for the last five *(5)* trading days immediately precedingthe date of the notice of election is given pursuant to this Section 1.2, whichclosing price shall be the last sale price regular way or if no reported lastsale price regular way for such, the last high bid price, in either case on theprincipal national securities, automated stock quotation system or othertrading system on which the Common Stock is then listed. |

                                 

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| B = | the applicable Exercise Price in effectat the time the net issuance election is made pursuant to this Section 1.2. |
|-----|--------------------------------------------------------------------------------------------------------------------|

                1.3           Partial Exercise. This Warrantmay be exercised for less than the full number of Warrant Shares, in which casethe number of shares of Common Stock receivable upon the exercise of thisWarrant as a whole, and the sum payable upon the exercise of this Warrant as awhole, shall be proportionately reduced. Upon any such partial exercise, theCompany at its expense will forthwith issue to the Holder a new Warrant orWarrants of like tenor calling for the number of Warrant Shares as to whichrights have not been exercised, such Warrant or Warrants to be issued in thename of the Holder.

                2.             Delivery of Stock CertificatesUpon Exercise. As soon as practicable after the exercise of this Warrant,and in any event within ten (10) days thereafter, the Company, at its expense,will cause to be issued in the name of and delivered to the Holder acertificate or certificates for the number of fully paid and non-assessableshares of Common Stock to which the Holder shall be entitled upon suchexercise. Any shares of Common Stock as to which this Warrant is exercisedshall be deemed issued on and as of the date of such exercise, and the Holdershall thereupon be deemed to be the owner of record of such shares.

                3.             Anti-Dilution Adjustments.

                3.1           Change in Capitalization. Incase of any stock split, stock dividend or similar transaction which increasesor decreases the number of outstanding shares of Common Stock, appropriateadjustment shall be made by the Board of Directors of the Company to the numberof Warrant Shares, and the Purchase Price per Warrant Share, of Common Stockwhich may be purchased under this Warrant.

                3.2           Consolidation, Merger and Sale ofAssets. In the case of a merger, sale of assets or similar transactionwhich results in a replacement of the Company's shares of Common Stock withstock of another corporation, the corporation formed by such consolidation orthe corporation into which the Company shall have been merged or thecorporation which shall have acquired such assets, as the case may be, shallexecute and deliver to the Holder a certificate stating that the Holder shallhave the right thereafter to exercise this Warrant in exchange for the kind andamount of shares of stock or other securities or property receivable upon suchconsolidation, merger, sale or transfer by a holder of the number of shares ofCommon Stock into which this Warrant might have been converted immediatelyprior to such consolidation, merger, sale or transfer, subject to adjustment asprovided hereinabove, provided that the consideration to the stockholders ofthe Company on such transactions consists in whole or in part of securities ofthe other corporation. The provisions of this Section shall similarly apply tosuccessive consolidations, mergers, sales or transfers.

                3.3           Exchanges and Distributions WithRespect to Common Stock. If the Company shall exchange for its Common Stockor distribute with respect to its Common Stock other securities issued by it,the Company shall give notice thereof to the Holder, and the Holder shall havethe right thereafter (until the expiration of this Warrant) to exercise thisWarrant for the kind and amount of shares of stock and other securitiesretained or received by a holder of the number of shares of Common Stock of theCompany into which this Warrant might have been converted immediately prior tosuch exchange or distribution, subject to adjustment as provided hereinabove.

                3.4           Officer's Certificate.Whenever the Purchase Price per Warrant Share or the number of shares of CommonStock subject to this Warrant is adjusted, the Company shall promptly mail tothe Holder of this Warrant a notice of adjustment, which notice shall include abrief statement of the facts requiring the adjustment and the manner ofcomputing it and shall be certified by the chief financial officer of theCompany. The determination of the adjustment shall be made by the Company inits sole discretion and shall be final and binding upon the Holder.

                4.             Shares to Be Fully Paid;Reservation of Capital Stock Issuable Upon Exercise of Warrants. TheCompany covenants and agrees that any shares of Common Stock issued hereunderwill, upon issuance, be fully paid and non-assessable and free from all taxes,liens and charges with respect to the issuance thereof. The Company shall at alltimes reserve and keep available out of its authorized but unissued capitalstock, solely for the issuance and delivery upon the exercise of this Warrant,such number of its duly authorized shares of Common Stock as from time to timeshall be issuable upon the exercise of this Warrant.

                5.             Fractional Shares. TheCompany shall not issue fractions of shares of Common Stock upon exercise ofthis Warrant or scrip in lieu thereof. If any fraction of a share of CommonStock would, except for the provisions of this

 

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 Section *5,* be issuableupon exercise of this Warrant, then the number of shares of Common Stock to beissued shall be rounded up or down to the nearest whole share.

                6.             Transfer Restrictions

6.1           Transfer.A Holder, including the Initial Holder or any subsequent Holder, may transferthis Warrant only under the following conditions: (a) the such proposedtransfer complies, in the opinion of the Company's counsel, with federal andstate securities laws; and (b) the proposed transferee agrees in writing to bebound by the terms of this Warrant, and the proposed transferee executes suchother instruments of assignment and agreements as the Company reasonablyrequests.  Prior to any such transfer,the Holder must deliver the Assignment Form in the form of Exhibit Bhereto and provide information to the Company, in writing, regarding theproposed transferee sufficient for the Company to determine the eligibility ofsuch transferee under this Section 6.

                6.2           Securities Laws. The Holder ofthis Warrant, by accepting delivery of the same, hereby:

(a)           represents andwarrants that the Holder is an "accredited investor", as such term is definedby Rule 501(a), promulgated under the Securities Act of 1933, as amended;

(b)           acknowledgesneither this Warrant, nor any shares of Common Stock issued to Holder pursuantto the exercise of this Warrant, has been registered under the Securities Actof 1933, as amended (the "Securities Act"), at the time issuance;

(c)           represents andwarrants that this Warrant is being acquired by Holder for investment and notwith a view to the sale or other distribution thereof within the meaning of theSecurities Act, and Holder has no present intention of selling or otherwisedisposing of all or any portion of this Warrant or the rights granted hereby.

(d)           acknowledges that this Warrant andany Warrant Shares issued hereby constitute "restricted securities" under theSecurities Act, and accordingly may not be offered, sold, or otherwisetransferred unless and until registered under the Securities Act or, in theopinion of counsel or by other evidence in form and substance reasonablysatisfactory to Nextgen, such offer, sale, or transfer, is in compliancetherewith;

(e)           agrees that, upon the exercise ofthis Warrant, it shall make the customary representations and warranties as maybe requested by counsel to the Company in order for the Company to properlyrely upon Section 4(2) of the Securities Act regarding exemption fromregistration thereunder, and, in connection with such exemption, that anycertificates representing shares of Common Stock issued pursuant to thisWarrant would reflect an appropriate legend regarding restrictions upontransferability; and

(f)            agrees to indemnify the Company, andhold it harmless from and against, any and all losses, expenses (includingattorneys' fee), costs and damages arising form or relating to any violation ofapplicable state securities or "blue sky" laws in connection with the issuance,sale, delivery or exercise of this Warrant and the issuance, sale and deliveryof shares of Common Stock upon any exercise of this Warrant.

                7.             Registration Under theSecurities Act of 1933.

                7.1           Piggy-BackRights.

                                (a)           If at any time prior to theExpiration Date the Company proposes to register shares of its Common Stockunder the Securities Act on behalf of any stockholder on any form for theregistration (the "Registration Statement") of securities under the SecuritiesAct (other than a registration relating to (i) a registration of a stockoption, stock purchase or compensation or incentive plan or of stock issued orissuable pursuant to any such plan, or a dividend investment plan; (ii) aregistration of securities proposed to be issued in exchange for securities orassets of, or in connection with a merger or consolidation with, anothercorporation; or (iii) a registration of securities proposed to be issued inexchange for other securities of the Company) in a manner which would permit registration of the Warrant Shares forsale to the public under the Securities Act (a "Piggyback Registration"), itwill at such time give prompt written notice to the Holder of its intention todo so and of the Holder's rights under this Section 7.1. Such right is referredto hereinafter as "Piggyback Registration Right". Upon the written request ofthe Holder to the Company (which request shall specify the number of WarrantShares intended to be disposed of by the Holder and the intended method ofdisposition thereof) received by the Company within twenty (20) days

 

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after thegiving of any such notice by the Company, the Company will include in theRegistration Statement the Warrant Shares which the Company has been sorequested to register by the Holder, provided that the Company's obligationshall continue after exercise of the Warrants, but it need not include anyWarrant Shares in a Registration Statement filed after the Expiration Date.

                                (b)           The Holder may elect in writing, notlater than three (3) business days prior to the effectiveness of the PiggybackRegistration not to have his Warrant Shares so included in connection with suchRegistration Statement.

                                (c)           In the event the securities in theRegistration Statement are to be underwritten, the Company shall not berequired to include any of the Holder's Warrant Shares in the RegistrationStatement unless the Holder accepts the terms of the underwriting as agreedupon between the Company and the underwriters selected by it and the otherstockholders. If in the opinion of the managing underwriter, the registrationof all or a part of the Warrant Shares which the Holder has requested to beincluded in the Registration Statement would adversely affect such publicoffering, then, (i) the Company shall be required to include in theunderwriting only the number of Warrant Shares, if any, which the managingunderwriter believes may be sold without causing such adverse effect, and thenumber of Warrant Shares that may be included in such Registration Statementshall be allocated among all selling stockholders requesting to participate insuch Registration Statement in proportion (as nearly as practicable) to theamount of shares of Common Stock owned by each selling stockholder (includingthe Holder), or (ii) the Company may require the selling stockholders(including the Holder) to delay any offering of the Warrant Shares for a periodof up to ninety (90) days from the effective date thereof.

                                (d)           The Piggyback Registration Rightunder this Section 7 is the only right granted by the Company to the Holder toinclude the Warrant Shares in a Registration Statement.

                7.2          Obligations of the Company.

                                 (a)           The Company shall comply with therequirements of this Section 7 at its own expense. That expense shall include,but not be limited to, legal, accounting, consulting, printing, federal andstate filing fees, NASD fees, out-of-pocket expenses incurred by counsel,accountants and consultants retained by the Company, and miscellaneous expensesdirectly related to the Registration Statement and the offering. However, thisexpense shall not include the portion of any underwriting or brokercommissions, transfer taxes and any underwriter's accountable andnonaccountable expense allowances attributable to the offer and sale of theWarrant Shares or the fees and expenses of counsel to the Holder, all of whichexpenses shall be borne by the Holder of this Warrant. The Company shallinclude in the Piggyback Registration, and the prospectus included therein, allinformation and materials necessary or advisable to comply with the applicablestatutes and regulations so as to permit the public sale of the Warrant Sharesby the Holder.

                                (b)           The Company shall supply to theHolder a reasonable number of copies of the preliminary, final or otherprospectus (the "Prospectus"), all prepared in conformity with the requirementsof the Securities Act and the rules and regulations promulgated thereunder, andsuch other documents as the Holder shall reasonably request.

                                (c)           The Company shall cooperate withrespect to (i) all necessary or advisable actions relating to the preparationand the filing of the Piggyback Registration and arising from the provisions ofthis Section 7, (ii) all reasonable efforts to establish an exemption from theprovisions of the Securities Act or any other federal or state securitiesstatutes, (iii) all necessary or advisable actions to register or qualify thepublic offering at issue pursuant to federal securities statutes and the state"blue sky" securities statutes of each jurisdiction that the Holder shallreasonably request, and (iv) all other necessary or advisable actions to enablethe Holder to complete the contemplated disposition of the Warrant Shares ineach reasonably requested jurisdiction.

                               (d)           The Company shall keep theRegistration Statement to which this Section 7 applies, and all amendmentsthereto, effective and current under the Securities Act for a period ending notsooner than ninety (90) days after its initial effective date (excluding anylock-up period) and cooperate with respect to all necessary or advisableactions to permit the completion of the public sale or other disposition of theWarrant Shares included therein.

 

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                               (e)           The Company shall indemnify and holdharmless the Holder and each underwriter within the meaning of the SecuritiesAct from and against all losses, claims, damages, and liabilities, including,but not limited to, reasonable attorneys' fees and any and all expensesreasonably incurred in investigating, preparing, defending or settling anyclaim, arising from or relating to (i) any untrue or alleged untrue statementof a material fact contained in the Registration Statement to which thisSection 7 applies, or (ii) any omission or alleged omission to state a materialfact necessary to make the statements contained in the Registration Statementto which this Section 7 applies not misleading; provided, however, that theindemnification continued in this clause shall not apply if the untruestatement or omission, or alleged untrue statement or omission, was the resultof information furnished in writing to the Company by the Holder or underwriterseeking indemnification expressly for use in the Registration Statement atissue or was the result of oral representations made by the Holder or anyunderwriter in connection with the sale of the Warrant Shares.

                7.3           Obligations of the Holder.

                                (a)           The Company's obligations containedin this Section 7 shall be conditioned upon a timely receipt by the Company inwriting of the following:

                                                (i)            Information as to the terms of thecontemplated public offering furnished by and on behalf of the Holder intendingto make a public distribution of Warrant Shares; and 

                                                (ii)           Such other information as the Companymay reasonably require from the Holder, for inclusion in the PiggybackRegistration.

                                (b)           The Holder shall indemnify the Company and its officers,directors and agent and any other selling stockholders and underwriter withrespect to an untrue statement of material fact or omission of material factwhich was the result of information furnished in writing to the Company by theHolder and which was included in the Registration Statement.

                                (c)           The Holder acknowledges that theCompany, shall have no obligation to include the Warrant Shares in anyPiggyback Registration if the requested Warrant Shares then can be publiclysold pursuant to Rule 144 under the Securities Act.

                                 (d)           The Holder represents and agrees:

                                                (i)           that until such time as theHolder shall have completed the distribution of his Warrant Shares covered bythe Registration Statement or until the remaining portion of such WarrantShares shall have been de-registered: (A) to abide by the anti-manipulativerules under the Securities Exchange Act of 1934, as amended (the "ExchangeAct"), including provisions of Regulation M as presently in effect or ashereafter amended, promulgated under the Exchange Act; and (B) to effect notransaction for the purpose of stabilizing the price of the Common Stock;"stabilizing" is defined in Regulation M; and

                                                (ii)          that upon written notificationfrom the Company that the final or other Prospectus to the RegistrationStatement is in need of revision, or upon advice of counsel that no offers orsales should then be made under the Registration Statement, (A) to cease tooffer or sell any Warrant Shares which must be accompanied by such Prospectus,(B) to return all such Prospectuses to the Company, if requested, and (C) notto offer or sell any Warrant Shares until provided with a current Prospectusand the Company has given notification to resume offers and sales; provided,that the Company shall use its best efforts to amend or supplement or toreinstate the Registration Statement, as appropriate, as promptly aspracticable, and to provide the Holder with amended or supplementedProspectuses so offers and sales of the Warrant Shares may be resumed.

                8.             Replacement of Warrant.  Upon receipt of evidence reasonablysatisfactory to the Company of the loss, theft, destruction or mutilation ofthis Warrant and (in the case of loss, theft or destruction) upon delivery ofan indemnity agreement, and if requested by the Board of Directors, a bond inan amount reasonably satisfactory to it, or (in the case of mutilation) uponsurrender and cancellation hereof, the Company will issue in lieu thereof a newWarrant of like tenor.

               9.             Rights as a Warrant Holder.  The Holder shall not, by virtue hereof, beentitled to any rights of a stockholder in the Company, either at law or equityexcept with respect to certificates representing Warrant Shares issued

 

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upon exerciseof this Warrant. The rights of the Holder are limited to those expressed inthis Warrant and are not enforceable against the Company except to the extentset forth herein. Prior to due presentment for transfer of this Warrant, theCompany may deem and treat the Holder as the absolute owner of this Warrant forpurposes of any exercise hereof and for all other purposes and such right ofthe Company shall not be affected by any notice to the contrary.

                10.           Subdivision of Rights.  This Warrant (as well as any new warrantissued pursuant to the provisions of this Section) is exchangeable upon thesurrender hereof by the Holder at the principal office of the Company for anynumber of new warrants of like tenor and date representing in the aggregate theright to subscribe for and purchase the Warrant Shares.

                11.           Sending of Notices.  All notices and other communications withrespect to this Warrant shall be in writing and sent by express mail or courierservice or by personal delivery, if to the Holder, to the address set forth atthe end of this Warrant, and if to the Company, to 11850 Jones Road, Houston,Texas 77070, or to such other address as either party hereto may duly give tothe other.

                12.          Headings. The headings inthis Warrant are for purposes of reference only and shall not limit orotherwise affect the meaning of the terms hereof.

                13.           Change, Waiver, Discharge orTermination. This Warrant sets forth the entire agreement between theCompany and the Holder with respect to the matters herein. Neither this Warrantnor any term hereof may be changed, waived, discharged or terminated orally,but only by an instrument in writing signed by the party against whichenforcement of the change, waiver, discharge or termination is sought. TheCompany shall not amend any other Warrant issued as part of this Series to maketerms thereunder more favorable to the Holder thereof without offering the sameamended terms to the Holder hereof.

                14.           Governing Law. This Warrantshall be governed by, and construed in accordance with, the laws of the Stateof Delaware.

| The Initial Holder:                                                                                                                                                                                                                                                                                                                                  | TheCompany:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                           | NEXTGENCOMMUNICATIONS CORP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ________________________________                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Name:                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                           | By:_______________________________     Name:                                                                Title:                                                                      |
|                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Dated:    November___, 2002                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

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**EXHIBIT****A**

**NOTICE****OF****EXERCISE**

 

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

The undersigned Holder of a Warrant hereby:

                 (a)           Irrevocably elects to exercise the Warrantto the extent of purchasing ________ Warrant Shares;

                 (b)           Tenders herewith payment of theExercise Price for those Warrant Shares in full in the form of (i) a wiretransfer, a certified or bank draft in the amount of $______, or (ii)___________ shares of Common Stock as determined by the formula set forth inSection 1.2 of the Warrant;

                (c)           Requests that a certificate for suchWarrant Shares be issued in the name of the undersigned, or, if the name andaddress of some other person is specified below, in the name of such otherperson (the Company shall not be obligated to issue the Warrant Shares in aname other then the Holder's if, in the opinion of the Company's counsel, suchissuance would not comply with the federal or state securities laws or theterms of this Warrant):

                ________________________________________

                ________________________________________

                ________________________________________

                (Nameand address of person other than the undersigned                 in whose name Warrant Shares are to be registered.)

                (d)           Requests, if the number of WarrantShares purchased are not all the WarrantShares purchasable pursuant to theunexercised portion of the Warrant, that a new Warrant of like tenor for theremaining Warrant Sharespurchasable pursuant to the Warrant be issued and delivered to the undersignedat the address stated below.

 

| Dated:______________________             |   |  Signature:                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                               |   |  (Thissignature must conform in all respects to the name of the Holder as specifiedon the face of the Warrant.)                                                                                                                                                                                                                                                                                                   |
|                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Social Security Number or  Employer ID Number |   | PrintedName                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                               |   | Address:                                                                                                                            |
|                                               |   |                                                                         |

 

 

Stock Warrant No.: 11/19/02-                

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**EXHIBIT****B**

**ASSIGNMENT****FORM**

** **

**FOR****VALUE****RECEIVED,** the undersigned,_______________________, hereby sells, assigns and transfers unto:

Name: ______________________________________

                (Pleasetype or print in block letters)

Address: _____________________________________

               _____________________________________

the right to purchase ________________ shares(the "Warrant Shares") of Nextgen Communications Corporation (the "Company")pursuant to the terms and conditions of the Warrant held by theundersigned.  The undersigned herebyauthorizes and directs the Company (i) to issue and deliver to the above-namedassignee at the above address a new Warrant pursuant to which the rights topurchase being assigned may be exercised, and (ii) if there are rights topurchase Warrant Shares remaining pursuant to the undersigned's Warrant afterthe assignment contemplated herein, to issue and deliver to the undersigned atthe address stated below a new Warrant evidencing the right to purchase thenumber of Warrant Shares remaining after issuance and delivery of the Warrantto the above-named assignee. Except for the number of Warrant Sharespurchasable, the new Warrant to be issued and delivered by the Company is tocontain the same terms and conditions as the undersigned's Warrant. ThisAssignment is subject to receipt by the Company of such investmentrepresentations by the assignee, as may be reasonably required under theSecurities Act of 1933, as amended. To complete the assignment contemplated bythis Assignment Form, the undersigned hereby irrevocably constitutes and appoints___________________________________ as the undersigned's attorney-in-fact totransfer the Warrant and the rights thereunder on the books of the Company withfull power of substitution for these purposes.

 

| Dated:______________________             |   |  Signature:                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                               |   |  (Thissignature must conform in all respects to the name of the Holder as specifiedon the face of the Warrant.)                                                                                                                                                                                                                                                                                                   |
|                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Social Security Number or  Employer ID Number |   | PrintedName                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                               |   | Address:                                                                                                                            |
|                                               |   |                                                                         |

Stock Warrant No.: 11/19/02-             

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