NEITHER THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR THE UNDERLYING
SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE
INSTRUMENT GOVERNING THE APPLICABLE SECURITY AND PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL TO THE ISSUER
THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS IS AVAILABLE.


                                     WARRANT

                          FOR SERIES A PREFERRED STOCK

                           ELECTRONIC GAME CARD, INC.

Warrant No. ___                     Warrant  to  purchase  an   aggregate   of
_______ shares

Date of Issuance:  March 24, 2005   of Series A Convertible Preferred Stock


      THIS CERTIFIES that, for value received, ______________________, or
his/her/its permitted transferees, successors or assigns (collectively, the
"Holder"), is entitled to purchase from ELECTRONIC GAME CARD, INC., a Nevada
corporation (the "Company"), at any time, and from time to time, during the
exercise period referred to in Section 1 hereof,
___________________________________________________ (_______) fully paid,
validly issued and nonassessable shares of either (i) the Company's Series A
Convertible Preferred Stock (the "Series A Preferred"), par value $0.00l per
share (the "Series A Warrant Shares"), at the initial exercise price of One
Dollar and Eighty-Five Cents ($1.85) per share (the "Series A Warrant Share
Price") or (ii) the Company's common stock (the "Common Stock"), par value
$0.001 per share (the "Common Warrant Shares", and together with the Series A
Warrant Shares, as applicable, the "Applicable Warrant Shares"), at the initial
exercise price of One Dollar and Eighty-Five Cents ($1.85) per share (the
"Common Warrant Share Price", and together with the Series A Warrant Share
Price, as applicable, the "Applicable Warrant Share Price"). Securities issuable
upon exercise of this Warrant and the Applicable Warrant Share Price payable
therefor are subject to adjustment from time to time as hereinafter set forth.
As used herein, the term "Warrant" shall include any warrant or warrants
hereafter issued in consequence of the exercise of this Warrant Agreement in
part or transfer of this Warrant in whole or in part. Capitalized terms used
herein and not defined have the respective meanings given to them in that
certain Securities Purchase Agreement, dated the date hereof, by and among the
Company and the other parties named therein. As used herein, the term "Holders"
shall include holders of all Warrants.


                                       2
<PAGE>

      The Company shall register this Warrant, upon records to be maintained by
the Company for that purpose (the "Warrant Register"), in the name of the record
Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any
exercise hereof or any distribution to the Holder, and for all other purposes,
and the Company shall not be affected by notice to the contrary.

      Subject to Section 4 of this Warrant and the applicable provisions of the
Securities Purchase Agreement and applicable law, the Company shall register any
permitted transfer of any portion of this Warrant in the Warrant Register, upon
surrender of this Warrant, with the Form of Assignment attached hereto duly
completed and signed, to the Transfer Agent (as defined herein) or to the
Company. Upon any such registration or permitted transfer, a new warrant to
purchase Applicable Warrant Shares, in substantially the form of this Warrant
(any such new warrant, a "New Warrant"), evidencing the portion of this Warrant
so transferred shall be issued to the permitted transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the permitted transferee thereof shall be deemed the acceptance by such
permitted transferee of all of the rights and obligations of a holder of a
Warrant. Any permitted transfer or assignment of this Warrant and Applicable
Warrant Shares obtained by the Holder in exercise of this Warrant is subject to
any applicable restrictions under the Securities Purchase Agreement, if any, and
the requirements that such securities be registered under the Securities Act and
applicable state securities laws or exempt from registration under such laws,
and the provisions of Section 5 of this Warrant.

      1. Exercise; Payment for Ownership Interest.

            (a) Upon the terms and subject to the conditions set forth herein,
and specifically subject to satisfying Section 14.5 of this Warrant before the
Warrant may be exercisable or may be exercised for Series A Warrant Shares, this
Warrant may be exercised in whole or in part by the Holder hereof at any time,
or from time to time, on or after the date hereof and on or prior to the earlier
to occur of (i) the "Early Expiration Date," as such term is hereinafter
defined, and (ii) 5:00:00 p.m. New York local time on MARCH 24, 2010 (the
"Expiration Date"), by presentation and surrender of this Warrant to the
principal offices of the Company, or at the office of its Transfer Agent, if
any, together with the Purchase Form annexed hereto, duly executed, and
accompanied by payment to the Company of an amount equal to the Applicable
Warrant Share Price multiplied by the number of Applicable Warrant Shares as to
which this Warrant is then being exercised in immediately available funds in
U.S. dollars by certified or official bank check or wire transfer of the cash
purchase price; provided, however, that in each case, the minimum number of
Applicable Warrant Shares as to which this Warrant is being exercised shall be
the lesser of (i) 5,000 Applicable Warrant Shares or (ii) all Applicable Warrant
Shares then held by the Holder on an as exercised basis; provided, further, that
in the event of any merger, consolidation or sale, lease or transfer of all or
substantially all of the assets of the Company, prior to the Expiration Date,
the Holder shall have the right to exercise this Warrant commencing at such time
through the Expiration Date into the kind and amount of shares of stock and
other securities and property (including cash) receivable by a holder of the


                                       3
<PAGE>

number of shares of Series A Preferred Stock or, in the event that this Warrant
is not then exercisable into Series A Preferred Stock, shares of Common Stock
into which this Warrant might have been exercisable immediately prior thereto.
Any transfer of Applicable Warrant Shares obtained by the Holder in exercise of
this Warrant is subject to the requirement that such transfer be in compliance
with the applicable provisions of the Securities Purchase Agreement, if any, and
that such securities be registered under the Securities Act, and applicable
state securities laws or exempt from registration under such laws. The Holder of
this Warrant shall be deemed to be a stockholder of the Applicable Warrant
Shares as to which this Warrant is exercised in accordance herewith effective
immediately after the close of business on the date on which the Holder shall
have delivered to the Company this Warrant in proper form for exercise and
payment in U.S. dollars by certified or official bank check or wire transfer of
immediately available funds of the cash purchase price for the number of
Applicable Warrant Shares as to which the exercise is being made,
notwithstanding that the stock transfer books of the Company shall be then
closed or that certificates representing such Applicable Warrant Shares shall
not then be physically delivered to the Holder. The Company shall not enter into
any merger, consolidation or sale, lease or transfer of all or substantially all
of the assets of the Company unless effective provision shall be made so as to
give effect to the provisions set forth in this subsection (a).

            (i) As used herein, "Early Expiration Date" means ten (10) business
      days after delivery of written notice by the Company to the Holder that
      during thirty (30) consecutive trading days prior to delivery of such
      notice (x) the Market Price (as defined herein) for a share of Common
      Stock was equal to or greater than Three Hundred Percent (300%) of the
      then-applicable Common Warrant Share Price, and (y) the average trading
      volume of the Common Stock was at least One Hundred Thousand (100,000)
      shares per day (subject to adjustment of such trading volume threshold in
      the event of stock splits, reverse stock splits, stock dividends,
      recapitalizations or similar events).

            (ii) As used herein, "Market Price" means, with respect to any
      applicable security as of any applicable date, (i) the last closing trade
      price of such security on whichever national securities exchange or
      trading market (including, without limitation, the Nasdaq and the OTC
      Bulletin Board) is the principal trading market where such security is
      listed by the Company for trading (the "Principal Market"), as reported by
      Bloomberg, or (ii) if the Principal Market should operate on an extended
      hours basis and does not designate the closing trade price, then the last
      trade price of such security prior to the commencement of extended trading
      hours on the applicable date, but in no event later than 4:30:00 p.m., New
      York local time, as reported by Bloomberg, or (iii) if no last trade price
      is reported for such security by Bloomberg, the average of the bid prices,
      on the one hand, and the ask prices, on the other hand, of all market
      makers for such security as reported in the "pink sheets" by Pink Sheets
      LLC (formerly the National Quotation Bureau, Inc.). The applicable trading
      market for such calculation, whether it is the Principal Market or the

                                       4
<PAGE>

      "pink sheets", is hereafter referred to as the "Trading Market". The
      Company shall make all determinations pursuant to this paragraph in good
      faith. In the absence of any available public quotations for the Common
      Stock, the Board shall determine in good faith the fair value of the
      Common Stock, which determination shall be set forth in a certificate by
      the Secretary of the Company.

            (iii) As used herein, "Trading Day" means a day on which the
      principal Trading Market with respect to the Common Stock is open for the
      transaction of business.

      (b) If this Warrant shall be exercised in part only, the Company, upon
surrender of this Warrant for cancellation, shall execute and deliver, promptly
(but in no event more than ten business days after such surrender), a new
Warrant evidencing the rights of the Holder thereof to purchase the balance of
the Applicable Warrant Shares purchasable hereunder as to which the Warrant has
not been exercised. If this Warrant is exercised in part, such exercise shall be
for a whole number of Applicable Warrant Shares. Upon any exercise and surrender
of this Warrant, the Company (i) will issue and deliver to the Holder a
certificate or certificates in the name of the Holder for the largest whole
number of Applicable Warrant Shares to which the Holder shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional Applicable
Warrant Share to which the Holder otherwise might be entitled, cash in an amount
equal to the fair value of such fractional Applicable Warrant Share (determined
in such reasonable and equitable manner as the Board of Directors of the Company
(the "Board") shall in good faith determine), and (ii) will deliver promptly
thereafter (but in no event more than ten business days thereafter) to the
Holder such other securities, properties and cash which the Holder may be
entitled to receive upon such exercise, or the proportionate part thereof if
this Warrant is exercised in part, pursuant to the provisions of this Warrant.

      12. Anti-Dilution Provisions.

            2.1 Adjustments to the Series A Warrant Share Price. The Series A
Warrant Share Price in effect at any time and the number and kind of securities
issuable upon exercise of this Warrant shall be subject to adjustment from time
to time upon the happening of certain events as follows:

            (a) Dividend, Subdivision, Combination or Reclassification of Series
A Preferred. In the event that the Company shall at any time or from time to
time after the issuance of this Warrant but prior to the exercise hereof:

      (i)   make a dividend or distribution on the outstanding shares of Series
            A Preferred Stock payable in capital stock;

      (ii)  subdivide or reclassify or reorganize its outstanding shares of
            Series A Preferred Stock into a greater number of shares;

      (iii) combine or reclassify or reorganize its outstanding shares of Series
            A Preferred Stock into a smaller number of shares; or

      (iv)  issue, by reclassification of its Common Stock or other
            reorganization, any capital stock;

then the number and kind of Series A Warrant Shares purchasable upon exercise of
this Warrant shall be adjusted so that the Holder upon exercise hereof shall be
entitled, upon exercise of this Warrant, to receive the kind and number of

                                       5
<PAGE>

shares of Series A Preferred or other securities of the Company that the Holder
would have owned or have been entitled to receive after the happening of any of
the events described above had this Warrant been exercised into Series A Warrant
Shares immediately prior to the happening of such event or any record date with
respect thereto. Whenever the number of Series A Warrant Shares purchasable upon
exercise hereof is adjusted as herein provided, the Series A Warrant Share Price
shall be adjusted by multiplying the Series A Warrant Share Price by a fraction,
the numerator of which is equal to the number of shares of Series A Preferred
purchasable prior to the adjustment and the denominator of which is equal to the
number of shares of Series A Preferred purchasable after the adjustment. An
adjustment made pursuant to this Section 2.1(a) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or issuance. If, as a result of an adjustment made
pursuant to this Section 2.1(a), the Holder of this Warrant thereafter
surrendered for exercise shall become entitled to receive shares of two or more
classes of capital stock or shares of Series A Preferred and any other class of
capital stock of the Company, the Board (whose good faith determination shall be
applied fairly and ratably to all Holders of Warrants and shall be conclusive
and shall be described in a written notice to all Holders of Warrants promptly
after such adjustment) shall determine in good faith the allocation of the
adjusted Series A Warrant Share Price between or among the shares of such
classes of capital stock or shares of Series A Preferred and such other class of
capital stock. The adjustment to the number of Series A Warrant Shares
purchasable upon the exercise of this Warrant described in this Section 2.1(a)
shall be made each time any event listed in paragraphs (i) through (iv) of this
Section 2.1(a) occurs.

            (b) Other Adjustments. In the event that at any time, as a result of
an adjustment made pursuant to this Section 2.1, the Holder of this Warrant
thereafter shall become entitled to receive any shares of the Company, other
than Series A Preferred, thereafter the number of such other shares so
receivable upon exercise of this Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Series A Preferred contained herein.

            (c) Other Action Affecting Warrant Shares. If the Company takes any
action affecting its shares of Series A Preferred after the date hereof, that
would be covered by Section 2.1(a) but for the manner in which such action is
taken or structured, which would in any way diminish the value of this Warrant,
then the Series A Warrant Share Price shall be adjusted in such manner as the
Board shall in good faith determine to be equitable under the circumstances.

            2.2 Adjustments to the Common Warrant Share Price. The Common
Warrant Share Price in effect at any time and the number and kind of securities
issuable upon exercise of this Warrant shall be subject to adjustment from time
to time upon the happening of certain events as follows:

            (a) Definition of Additional Stock. The term "Additional Shares of
Common Stock" includes all shares of Common Stock issued by the Company after
the Date of Issuance, other than:

                  (i) (a) Shares of Common Stock issuable or issued to the
            Company's employees, directors or consultants pursuant to a stock
            option plan or restricted stock plan or other compensation plan
            approved by the Board or (b) securities and options, warrants and

                                       6
<PAGE>

            other rights to purchase securities issued to financial institutions
            or lessors in connection with commercial credit agreements,
            equipment financings or similar transactions; provided that the
            aggregate number of shares of Common Stock issued pursuant to
            clauses (a) and (b), calculated on a fully-diluted basis as
            converted or exercised into Common Stock, in excess of 20% of the
            Company's shares of Common Stock outstanding at any time shall be
            deemed to be Additional Shares of Common Stock;

                  (ii) Shares of Common Stock issued or issuable pursuant to
            securities outstanding at the Date of Issuance or agreements to
            issue such securities or underlying shares of Common Stock which
            agreements are outstanding at the Date of Issuance;

                  (iii) Shares of Common Stock issued or issuable pursuant to
            subsection 2.2(b)(iv) below;

                  (iv) Shares of Common Stock issuable upon exercise of options
            or warrants, or upon conversion of convertible securities or other
            rights, outstanding as of the Date of Issuance, as well as options
            and warrants and shares of Common Stock issued or issuable upon
            exercise of options or warrants issued in connection with the sale
            by the Company of the Company's Series A Convertible Preferred
            Stock, and the shares of Common Stock issued or issuable upon
            conversion of shares of the Company's Series A Convertible Preferred
            Stock; and

                  (v) Securities and options, warrants and rights to purchase
            securities issued to other corporations, persons or entities in
            connection with acquisitions, mergers or similar business
            combinations, partnership arrangements, strategic alliances,
            licensing arrangements or similar non-capital raising transactions
            approved by the Company's Board of Directors, including within this
            exception securities and option, warrants and rights to purchase
            securities issued to raise capital provided that the use of proceeds
            is to consummate such non-capital raising transactions.

            (b) Dividend, Subdivision, Combination or Reclassification of Common
Stock. In the event that the Company shall at any time or from time to time
after the issuance of this Warrant but prior to the exercise hereof:

(i)         make a dividend or distribution on the outstanding shares of Common
            Stock payable in capital stock;

(ii)        subdivide or reclassify or reorganize its outstanding shares of
            Common Stock into a greater number of shares;

(iii)       combine or reclassify or reorganize its outstanding shares of Common
            Stock into a smaller number of shares; or

                                       7
<PAGE>

(iv)        issue, by reclassification of its Common Stock or other
            reorganization, any Additional Shares of Common Stock;

then the number and kind of Common Warrant Shares purchasable upon exercise of
this Warrant shall be adjusted so that the Holder upon exercise hereof shall be
entitled, upon exercise of this Warrant, to receive the kind and number of
shares of Common Stock or other securities of the Company that the Holder would
have owned or have been entitled to receive after the happening of any of the
events described above had this Warrant been exercised into Common Warrant
Shares immediately prior to the happening of such event or any record date with
respect thereto. Whenever the number of Common Warrant Shares purchasable upon
exercise hereof is adjusted as herein provided, the Common Warrant Share Price
shall be adjusted by multiplying the Common Warrant Share Price by a fraction,
the numerator of which is equal to the number of shares of Common Stock
purchasable prior to the adjustment and the denominator of which is equal to the
number of shares of Common Stock purchasable after the adjustment. An adjustment
made pursuant to this Section 2.2(b) shall become effective immediately after
the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or issuance. If, as a result of an adjustment made pursuant to this
Section 2.2(b), the Holder of this Warrant thereafter surrendered for exercise
shall become entitled to receive shares of two or more classes of capital stock
or shares of Common Stock and any other class of capital stock of the Company,
the Board (whose good faith determination shall be applied fairly and ratably to
all Holders of Warrants and shall be conclusive and shall be described in a
written notice to all Holders of Warrants promptly after such adjustment) shall
determine in good faith the allocation of the adjusted Common Warrant Share
Price between or among the shares of such classes of capital stock or shares of
Common Stock and such other class of capital stock. The adjustment to the number
of Common Warrant Shares purchasable upon the exercise of this Warrant described
in this Section 2.2(b) shall be made each time any event listed in paragraphs
(i) through (iv) of this Section 2.2(b) occurs.

            (c) Issuance of Common Stock Below Warrant Share Price. If the
Company shall issue any Additional Shares of Common Stock after the date hereof
(excluding any such issuance for which an adjustment is made under the foregoing
subsection (b)), for no consideration or for a consideration per share less than
the Common Warrant Share Price in effect on the date of and immediately prior to
such issue, then in such event, the Common Warrant Share Price shall be reduced,
concurrently with such issue, to a price equal to the quotient obtained by
dividing:

                  (A) an amount equal to (x) the total number of shares of
      Common Stock outstanding immediately prior to such issuance or sale
      multiplied by the Common Warrant Share Price in effect immediately prior
      to such issuance or sale, plus (y) the aggregate consideration (before
      deduction of transaction expenses or commission or underwriting discounts
      or allowances in connection therewith) received or deemed to be received
      by the Company, if any, upon such issuance or sale, by

                  (B) the total number of shares of Common Stock outstanding
      immediately after such issuance or sale.

                                       8
<PAGE>

            (d) Issuance of Options and Convertible Securities Deemed Issuance
of Additional Shares of Common Stock. If the Company, at any time or from time
to time after the Date of Issuance, shall issue any options, warrants or other
rights to purchase Common Stock (collectively, "Options") or securities that, by
their terms, directly or indirectly, are convertible into or exchangeable for
shares of Common Stock ("Convertible Securities") (in each case other than those
securities excluded, pursuant to Section 2.2(a), from the definition of
"Additional Shares of Common Stock") or shall fix a record date for the
determination of holders of any class of securities entitled to receive any such
Options or Convertible Securities, in each case other than those securities
excluded, pursuant to Section 2.2(a), from the definition of "Additional Shares
of Common Stock", then the maximum number of shares of Common Stock (as set
forth in the instrument relating thereto without regard to any provision
contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or, in the case of Convertible Securities and Options
therefor, the conversion or exchange of such Convertible Securities, shall be
deemed to be Additional Shares of Common Stock issued as of the time of such
issue or, in case such a record date shall have been fixed, as of the close of
business on such record date, provided that in any such case in which Additional
Shares of Common Stock are deemed to be issued pursuant to this Section 2.2(d):

            (i) no further adjustment in the Common Warrant Share Price shall be
      made upon the subsequent issue of Convertible Securities or shares of
      Common Stock upon the exercise of such Options or conversion or exchange
      of such Convertible Securities and, upon the expiration of any such Option
      or the termination of any such right to convert or exchange such
      Convertible Securities, the Common Warrant Share Price then in effect
      hereunder shall forthwith be increased to the Common Warrant Share Price
      which would have been in effect at the time of such expiration or
      termination had such Option or Convertible Securities, to the extent
      outstanding immediately prior to such expiration or termination, never
      been issued, and the Common Stock issuable thereunder shall no longer be
      deemed to be outstanding;

            (ii) if such Options or Convertible Securities by their terms
      provide, with the passage of time or otherwise, for any increase in the
      consideration payable to the Company, or decrease in the number of shares
      of Common Stock issuable, upon the exercise, conversion or exchange
      thereof, the Common Warrant Share Price computed upon the original issue
      thereof (or upon the occurrence of a record date with respect thereto),
      and any subsequent adjustments based thereon, shall, upon any such
      increase or decrease becoming effective, be recomputed to reflect such
      increase or decrease insofar as it affects such Options or the rights of
      conversion or exchange under such Convertible Securities, provided that no
      readjustment pursuant to this clause (ii) shall have the effect of
      increasing the Common Warrant Share Price to an amount which exceeds the
      lower of (A) the Common Warrant Share Price on the original adjustment
      date, or (B) the Common Warrant Share Price that would have resulted from
      any issuance of Additional Shares of Common Stock between the original
      adjustment date and such readjustment date;

            (iii) if such Options or Convertible Securities by their terms
      provide, with the passage of time or otherwise, for any decrease in the
      consideration payable to the Company, or increase in the number of shares
      of Common Stock issuable, upon the exercise, conversion or exchange
      thereof, the Common Warrant Share Price computed upon the original issue

                                       9
<PAGE>

      thereof (or upon the occurrence of a record date with respect thereto),
      and any subsequent adjustments based thereon, shall, upon any such
      decrease or increase becoming effective, be recomputed to reflect such
      decrease or increase insofar as it affects such Options or the rights of
      conversion or exchange under such Convertible Securities, provided that no
      readjustment pursuant to this clause (iii) shall have the effect of
      decreasing the Common Warrant Share Price to an amount which exceeds the
      lower of (A) the Common Warrant Share Price on the original adjustment
      date, or (B) the Common Warrant Share Price that would have resulted from
      any issuance of Additional Shares of Common Stock between the original
      adjustment date and such readjustment date; and

            (iv) if such Options or Convertible Securities cover shares which
      are excluded from the definition of Additional Shares of Common Stock by
      Section 2.2(a), then this Section 2.2(d) shall not apply to those
      underlying shares.

            (e) Determination of Consideration. For purposes of Subsections
      2.2(c) and 2.2(d), the consideration received by the Company for the issue
      of any Additional Shares of Common Stock shall be computed as follows:

                  (A) Cash and Property: Such consideration shall:

                        (1)   insofar as it consists of cash, be computed at the
                              aggregate of cash received by the Company,
                              excluding amounts paid or payable for accrued
                              interest or accrued dividends;

                        (2)   insofar as it consists of property other than
                              cash, be computed at the fair market value thereof
                              at the time of such issue, as determined in good
                              faith by the Board; and

in the event Additional Shares of Common Stock are issued together with other
shares or securities or other assets of the Company for consideration which
covers both, be the proportion of such consideration so received, computed as
provided in clauses (1) and (2) above, as determined in good faith by the Board.

                  (B) Options and Convertible Securities. The consideration per
      share received by the Company for Additional Shares of Common Stock deemed
      to have been issued pursuant to Subsection 2.2(d), relating to Options and
      Convertible Securities, shall be determined by dividing

                        (1)   the total amount, if any, received or receivable
                              by the Company as consideration for the issue of
                              such Options or Convertible Securities, plus the
                              minimum aggregate amount of additional
                              consideration (as set forth in the instruments

                                       10
<PAGE>

                              relating thereto, without regard to any provision
                              contained therein for a subsequent adjustment of
                              such consideration) payable to the Company upon
                              the exercise of such Options or the conversion or
                              exchange of such Convertible Securities, or in the
                              case of Options for Convertible Securities, the
                              exercise of such Options for Convertible
                              Securities and the conversion or exchange of such
                              Convertible Securities, by

                        (2)   the maximum number of shares of Common Stock (as
                              set forth in the instruments relating thereto,
                              without regard to any provision contained therein
                              for a subsequent adjustment of such number)
                              issuable upon the exercise of such Options or the
                              conversion or exchange of such Convertible
                              Securities.

In the event that at any time, as a result of an adjustment made pursuant to
this Section 2.2, the Holder of this Warrant thereafter shall become entitled to
receive any shares of the Company, other than Common Stock, thereafter the
number of such other shares so receivable upon exercise of this Warrant shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained herein.

            (f) Other Action Affecting Warrant Shares. If the Company takes any
action affecting its shares of Common Stock after the date hereof, that would be
covered by Section 2.2 but for the manner in which such action is taken or
structured, which would in any way diminish the value of this Warrant, then the
Common Warrant Share Price shall be adjusted in such manner as the Board shall
in good faith determine to be equitable under the circumstances.

            2.3 Notice of Adjustments. Upon the occurrence of each adjustment or
readjustment of the Applicable Warrant Share Price pursuant to this Section 2,
the Company at its expense will as promptly as possible, but in any event within
ten (10) business days, compute such adjustment or readjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such
adjustment or readjustment, including a statement of the adjusted Applicable
Warrant Share Price or adjusted number of shares of Applicable Warrant Shares
issuable upon exercise of each Warrant, describing in reasonable detail the
transaction giving rise to such adjustments and showing in detail the facts upon
which such adjustment or readjustment is based. The Company will forthwith mail,
by first class mail, postage prepaid, a copy of each such certificate to the
Holder of this Warrant at the address of such Holder as shown on the books of
the Company, and to its Transfer Agent.

            2.4 Other Notices. If at any time:

            (a) the Company shall (i) offer for subscription pro rata to the
holders of shares of the Series A Preferred or Common Stock any additional
equity in the Company or other rights; or (ii) pay a dividend in additional
shares of Series A Preferred or Common Stock or distribute securities or other
property or assets to the holders of shares of Series A Preferred or Common
Stock (including, without limitation, cash, evidences of indebtedness and equity
and debt securities);

                                       11
<PAGE>

            (b) there shall be any capital reorganization or reclassification or
consolidation or merger of the Company with, or sale, transfer or lease of all
or substantially all of its assets to, another entity; or

            (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, to the Holder of this Warrant at the address of such
Holder as shown on the books of the Company, (x) at least 10 days' prior written
notice of the date on which the books of the Company shall close or a record
shall be taken for such subscription rights, dividend, distribution or issuance;
provided that such ten (10) day period shall be increased to thirty (30) days in
the case of Section 2.4(a)(ii), and (y) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, at least 10 days' prior written notice of the date when the same
shall take place if no stockholder vote is required and at least 10 days' prior
written notice of the record date for stockholders entitled to vote upon such
matter if a stockholder vote is required. Such notice in accordance with the
foregoing clause (x) shall also specify, in the case of any such subscription
rights, the date on which the holders of shares of Series A Preferred or Common
Stock shall be entitled to exercise their rights with respect thereto, and such
notice in accordance with the foregoing clause (y) shall also specify the date
on which the holders of shares of Series A Preferred or Common Stock shall be
entitled to exchange their shares of Series A Preferred or Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, as the case may be.

            2.5 Adjustment Calculations. No adjustment in the Applicable Warrant
Share Price shall be required unless such adjustment would require an increase
or decrease of at least one cent ($0.01) in such price; provided, however, that
any adjustments which by reason of this Section 2.5 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment
required to be made hereunder. All calculations under this Section 2 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.

            2.6 Appraisal. If a majority in interest of the Holders reasonably
disagrees with any of the Board's determinations referred to in this Section 2
(each, a "Determination"), and such majority of Holders shall notify the Company
of its disagreement by furnishing to the Company a written notice setting forth
in reasonable detail the fact of such dispute, the basis for such dispute, and
such Holders' alternative calculation (such notice, a "Determination Dispute
Notice"), and such Determination Dispute Notice is received by the Company
within seven (7) days of the Company having given notice of the Determination to
the Holders, then the Company and a majority in interest of such Holders (the
"Warrant Representative") shall resolve such Determination Dispute in accordance
with the terms and provisions of this Section 2.6. The Holders agree that this
Section 2.6 sets forth the exclusive mechanism for the Holders to make any such
dispute and to resolve the same, and shall not be entitled to make any such
dispute in any other manner. The Company and the Warrant Representative shall
use good faith efforts to mutually agree upon the designation of a single
Qualified Appraiser (as defined below) within seven (7) business days of the
receipt by the Company of a valid Determination Dispute Notice received by the
Company in within the time period set forth above in this Section 2.6. If such a
single Qualified Appraiser is designated, that person shall make a
Determination. If the Company and the Warrant Representative do not so agree
upon the designation of a single Qualified Appraiser within such period, then
within five (5) business days following the end of such period, each of the
Company and the Warrant Representative by written notice to the other shall
designate a Qualified Appraiser (or if any party fails to so select a Qualified
Appraiser within the time period specified, the Person selected by the other
party shall be the Qualified Appraiser) and the two Qualified Appraisers so
designated shall within ten (10) business days of their designation jointly
designate a third Qualified Appraiser, and such third Qualified Appraiser so
designated, solely, shall independently make a Determination. The parties may
submit the basis for their respective views to the Qualified Appraiser in
writing. In such event, each party shall furnish its submission to the other
party at the same time as the submission is furnished to the Qualified
Appraiser, and the other party shall have two (2) business days within which to
furnish a single rebuttal to such original submission. The Qualified Appraiser

                                       12
<PAGE>

may consider such submissions in reaching the Determination. If there is only a
single Qualified Appraiser, the fees and expenses of the Qualified Appraiser
shall be paid equally by the Company and the Warrant Representative. If three
Qualified Appraisers are appointed, the Company shall pay the fees and expenses
of the Qualified Appraiser which it appoints, the Warrant Representative shall
pay the fees and expenses of the Qualified Appraiser which it appoints, and the
fees and expenses of the third Qualified Appraiser shall be shared equally by
the Company and the Warrant Representative. The designated Qualified Appraiser
shall make the Determination not later than ten (10) business days following the
appointment of the Qualified Appraiser making the Determination. The
Determination made by the applicable Qualified Appraiser shall be final,
conclusive and binding on the parties hereto. None of the Qualified Appraisers
shall be affiliated with any of the Company, the Warrant Representative or
another Qualified Appraiser. For the purposes of this Agreement, "Qualified
Appraiser" shall mean an individual who is engaged on a regular basis (although
not necessarily full time) in valuing securities or arrangements similar to this
Agreement, as the case may be, and may include (but shall not be limited to)
professional business appraisers, investment bankers or accountants.

      3. No Voting Rights as Stockholders or Liabilities. Except as otherwise
provided herein, this Warrant shall not be deemed to confer upon the Holder any
right to vote or to consent to or receive notice as a stockholder of the
Company, as such, in respect of any matters whatsoever, or any other rights or
liabilities as a stockholder, prior to the exercise hereof. Nothing contained in
this Warrant shall be deemed as imposing any liabilities on the Holder to
purchase any securities whether such liabilities are asserted by the Company or
by creditors or stockholders of the Company or otherwise.

      4. Warrants and Warrant Shares Not Transferable Except as Expressly
Provided in This Section. This Warrant and the underlying shares of Series A
Preferred and Common Stock may not be offered, sold or transferred except in
compliance with the applicable terms of the Securities Purchase Agreement and
the instruments and agreements executed and delivered in connection therewith,

                                       13
<PAGE>

and the Securities Act, and any applicable state securities laws, or an
exception therefrom, and then only against receipt of an agreement of the person
to whom such offer or sale or transfer is made to comply with the provisions of
this Warrant with respect to any resale or other disposition of such securities;
provided that no such agreement shall be required from any person purchasing
this Warrant or the underlying shares of Common Stock pursuant to a registration
statement effective under the Securities Act. No such disposition shall occur
without an opinion of such Holder's counsel, which opinion shall be reasonably
satisfactory to the Company's counsel.

      5. Warrants Exchangeable; Assignment; Loss, Theft, Destruction, Etc. This
Warrant is exchangeable, without expense, upon surrender hereof by the Holder
hereof at the principal offices of the Company, or at the office of its Transfer
Agent, if any, for new Warrants of like tenor representing in the aggregate the
right to subscribe for and purchase the Applicable Warrant Shares which may be
subscribed for and purchased hereunder, each such new Warrant to represent the
right to subscribe for and purchase such Applicable Warrant Shares as shall be
designated by such Holder hereof at the time of such surrender. Upon surrender
of this Warrant to the Company at its principal office, or at the office of its
Transfer Agent, if any, with an instrument of assignment duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be cancelled; provided, that no
such assignment shall be effected except in accordance with the terms and
conditions of the Securities Purchase Agreement and Section 4 of this Warrant.
This Warrant may be divided or combined with other warrants which carry the same
rights upon presentation hereof at the principal office of the Company, or at
the office of its Transfer Agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be issued
and signed by the Holder hereof; provided, that no such assignment, transfer or
other disposition of this Warrant shall be effected except in accordance with
the terms and conditions of the Securities Purchase Agreement and Section 4 of
this Warrant. The term "Warrant" as used herein includes any Warrants into which
this Warrant may be divided or exchanged. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of indemnity reasonably satisfactory to the Company, or, in the case of
any such mutilation, upon surrender or cancellation of this Warrant, the Company
will issue to the Holder hereof a new Warrant of like tenor, in lieu of this
Warrant, representing the right to subscribe for and purchase the Warrant Shares
which may be subscribed for and purchased hereunder. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation of
the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.

      6. Legends; Investment Representations. Any certificate evidencing the
securities issued upon exercise of this Warrant shall bear a legend in
substantially the following form:

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
OTHER SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED UNLESS SO REGISTERED OR
AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY OTHER APPLICABLE
SECURITIES LAWS IS AVAILABLE.

                                       14
<PAGE>

      7. Modifications and Waivers. The Holder of this Warrant acknowledges and
agrees that the terms of this Warrant may be amended, modified or waived only by
the written agreement between the Holder and the Company.

      8. Expenses. The Company shall pay all expenses and other charges payable
in connection with the preparation, issuance and delivery of this Warrant and
all substitute Warrants. The Holder shall pay all taxes in connection with any
sale, assignment or other transfer of this Warrant.

      9. Books. The Company shall maintain, at the office or agency of the
Company maintained by the Company, books for the registration and transfer of
the Warrant.

      10. Reservation of Warrant Shares. Subject to Section 14.5 of this
Warrant, the Company covenants and agrees that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Series A Preferred or its authorized and issued Series A
Preferred held in its treasury, and out of the aggregate of its authorized but
unissued Common Stock or its authorized and issued Common Stock held in its
treasury, solely for the purpose of enabling it to satisfy any obligation to
issue Applicable Warrant Shares upon exercise of this Warrant, the maximum
number of shares of Series A Preferred and Common Stock which may then be
deliverable upon the exercise of this Warrant. The Company or, if appointed, the
transfer agent for the Series A Preferred (the "Transfer Agent"), and every
subsequent transfer agent for any shares of the Company's capital stock issuable
upon the exercise of any of the rights of purchase aforesaid will be irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be required for such purpose. The Company will keep a copy of this
Warrant on file with the Transfer Agent and with every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the exercise of the
rights of purchase represented by this Warrant. The Company will furnish such
Transfer Agent a copy of all notices of adjustments and certificates related
thereto transmitted to the Holder pursuant to Section 2 hereof. The Company
covenants that all Applicable Warrant Shares which may be issued upon exercise
of this Warrant will, upon issue, be validly issued, fully paid and
nonassessable, not subject to any preemptive rights, and free from all taxes,
liens, security interests, charges, and other encumbrances with respect to the
issuance thereof.

      11. Registration. Pursuant to a certain Registration Rights Agreement of
even date herewith between the Company and the Holder, among other parties, the
Company is required to register under the Securities Act, the Common Warrant
Shares and the Common Stock underlying the Series A Warrant Shares which may be
acquired by such Holder. Any permitted transferee must become a party to said
Registration Rights Agreement in order to have the benefit of the same.

      12. Listing on Securities Exchanges; Registration. If, and so long as, any
class of the Company's Common Stock shall be listed on any national securities
exchange (as defined in the Exchange Act) or NASDAQ or the OTC Bulletin Board,
the Company shall use its reasonable best efforts to, at its expense, obtain and
maintain the approval for listing upon official notice of issuance of all shares
of Common Warrant Shares and shares of Common Stock underlying the Series A

                                       15
<PAGE>

Warrant Shares and maintain the listing of such shares after their issuance; and
the Company will so list on such national securities exchange or NASDAQ or the
OTC Bulletin Board, if applicable, will register under the Exchange Act (or any
similar statute then in effect), and will maintain such listing of, any other
securities that at any time are issuable upon exercise of this Warrant if and at
the time any securities of the same class shall be listed on such national
securities exchange or NASDAQ or OTC Bulletin Board by the Company.

      13. No Dilution or Impairment. The Company will not act for the purpose of
avoiding or seeking to avoid the observance or performance of any of the terms
of this Warrant, by amendment of its certificate or articles of incorporation or
other organizational documents or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other action, but will, at all times, in good faith, assist in the carrying out
of all such terms. Without limiting the generality of the foregoing, the Company
will not increase the par value of any shares of stock receivable on the
exercise of this Warrant above the amount payable therefor on such exercise.

      14. Miscellaneous.

            14.1 Notices. All notices and other communications shall be mailed
by first-class certified or registered mail, postage prepaid, sent by reputable
overnight delivery, delivered by hand or sent by facsimile as follows:

                  If to the Company:

                  Electronic Game Card, Inc.
                  712 Fifth Avenue, 19th Floor
                  New York, New York  10019
                  Attention:  Private Placement
                  Telephone:  (646) 723-8936
                  Facsimile:  (212) 581 1922

                  If to the Holder:

                  The address and/or facsimile furnished to the Company in
                  writing by the last registered Holder of this Warrant who
                  shall have furnished an address and/or facsimile to the
                  Company in writing;

except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph. Any notices, requests or consents
hereunder shall be deemed given, and any instruments delivered, five days after
they have been mailed by first-class certified or registered mail U.S. Mail,
postage prepaid, or upon receipt if delivered by a reputable overnight courier
or if delivered personally or by facsimile transmission.

                                       16
<PAGE>

      14.2 Entire Agreement. This Warrant, including the exhibits and documents
referred to herein which are a part hereof, contain the entire understanding of
the parties hereto with respect to the subject matter and may be amended only by
a written instrument executed by the parties hereto or their successors or
assigns. Any paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Warrant.

      14.3 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York with respect to contracts made
and to be fully performed therein, without regard to the conflicts of laws
principles thereof. The parties hereto hereby agree that any suit or proceeding
arising under this Warrant, or in connection with the consummation of the
transactions contemplated hereby, shall be brought solely in a federal or state
court located in the County of New York and State of New York. By its execution
hereof, both the Company and the undersigned hereby consent and irrevocably
submit to the in personam jurisdiction of the federal and state courts located
in the County of New York and State of New York and agree that any process in
any suit or proceeding commenced in such courts under this Warrant may be served
upon it personally or by certified or registered mail, return receipt requested,
or by Federal Express or other courier service, with the same force and effect
as if personally served upon the applicable party in New York and in the city or
county in which such other court is located. The parties hereto each waive any
claim that any such jurisdiction is not a convenient forum for any such suit or
proceeding and any defense of lack of in personam jurisdiction with respect
thereto.

      14.4 Headings. The headings of this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

      14.5 Amendment of Certificate of Incorporation Required Before Warrant Is
Exercisable. Notwithstanding anything to the contrary contained in this Warrant,
this Warrant may not be exercised into Series A Warrant Shares until the
Company's amendment to its Certificate of Incorporation in order to authorize
the Series A Preferred Stock has become effective under applicable law,
including securities laws. The Company undertakes to accomplish such amendment
in accordance with applicable laws, including securities laws, as soon as
practicable. In addition, notwithstanding anything to the contrary contained in
this Warrant, the Company shall not be required to reserve any shares of Series
A Preferred for issuance upon exercise of this Warrant until this Warrant shall
have become exercisable for Series A Preferred. FURTHERMORE, NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS WARRANT, THIS WARRANT MAY BE EXERCISED DIRECTLY
TO ACQUIRE THE COMMON STOCK AT ANY TIME, WHETHER OR NOT THE SERIES A PREFERRED
IS EVER AUTHORIZED AND IS IMMEDIATELY EXERCISABLE FOR SUCH COMMON STOCK
NOTWITHSTANDING THAT THE SERIES A PREFERRED IS NOT YET AUTHORIZED.

             [the balance of this page is intentionally left blank]


                                       17
<PAGE>

      IN WITNESS WHEREOF, this Warrant has been executed as of the date first
written above.


                                    ELECTRONIC GAME CARD, INC.


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


                                       18
<PAGE>

                                  PURCHASE FORM



Dated: __________

      The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing _____ [Common][Series A] Warrant Shares and hereby
makes full cash payment of $_____________ in payment of the exercise price
thereof.

      The undersigned has had the opportunity to ask questions of and receive
answers from the officers of Electronic Game Card, Inc. (the "Company")
regarding the affairs of the Company and related matters, and has had the
opportunity to obtain additional information necessary to verify the accuracy of
all information so obtained.

      [The undersigned understands that the shares have not been registered
under the Securities Act of 1933, as amended, or the securities laws of any
other jurisdiction, and hereby represents to the Company that the undersigned is
acquiring the shares for its own account, for investment, and not with a view
to, or for sale in connection with, the distribution of any such shares.] [This
may not apply depending upon whether a registration statement is effective.]



                                          --------------------------------------
                                          (Signature)

                                          --------------------------------------
                                          (Print or type name)

                                          --------------------------------------
                                          (Address)


      NOTICE: The signature of this Purchase Form must correspond with the name
as written upon the face of the within Warrant, or upon the assignment thereof,
if applicable, in every particular, without alteration, enlargement or any
change whatsoever.


                                       19
<PAGE>

                               FORM OF ASSIGNMENT



[To be completed and signed only upon transfer of Warrant)

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the right represented by the within Warrant to purchase Applicable Warrant
Shares of to which the within Warrant relates and appoints attorney to transfer
said right on the books of with full power of substitution in the premises.

Dated:      __________________ ___,  200__


(Signature  must conform in all respects to name of holder as specified on the
face of the Warrant)

                                         Address of Transferee:

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

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

In the presence of:

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


                               CONSENT OF ASSIGNEE

      I HEREBY CONSENT to abide by the terms and conditions of the within
Warrant.

Dated:_________
                                          --------------------------------------
                                          (Signature of Assignee)

                                          --------------------------------------
                                          (Print or type name)