CLASS B WARRANT AGREEMENT

            CLASS B WARRANT AGREEMENT ("Agreement"), dated as of _____, 2005, by
and between Datigen.com,  Inc., a Utah corporation (the "Company"), and ________
("Warrantholder").  Certain capitalized terms used herein are defined in Section
14 hereof.

            In consideration of the mutual terms,  conditions,  representations,
warranties  and  agreements  herein set forth,  and for other good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

Section 1. Issuance of Warrants.

            The Company hereby issues and grants to  Warrantholder  ____ Class B
Warrants  ("Warrants") to purchase one share of common stock of the Company (the
"Common  Stock")  per  Warrant.  Commencing  on the date  hereof  (the  "Warrant
Commencement  Date"),  and  terminating  three years  thereafter  (the  "Warrant
Expiration Date"), the holder shall have the right,  subject to the satisfaction
of the  conditions  to  exercise  set forth in Section 7 of this  Agreement,  to
purchase one (1) share of Common Stock (the shares of Common Stock issuable upon
exercise of the Warrants being  collectively  referred to herein as the "Warrant
Shares") at an exercise price of $0.75 per Warrant Share (the "Exercise Price").
The number of Warrant  Shares  issuable  on  exercise  of each  Warrant  and the
Exercise  Price are all  subject  to  adjustment  pursuant  to Section 8 of this
Agreement.   Notwithstanding,   the  Company  may,  in  its  sole  and  absolute
discretion, reduce the Exercise Price.

Section 2. Form of Warrant Certificates.

            Promptly  after the execution and delivery of this  Agreement by the
parties  hereto,  the  Company  shall  cause to be  executed  and  delivered  to
Warrantholder  one or more  certificates  evidencing  the Warrants (the "Warrant
Certificates").   Each  Warrant   Certificate   delivered   hereunder  shall  be
substantially  in the form set forth in Exhibit A  attached  hereto and may have
such letters,  numbers or other identification  marks and legends,  summaries or
endorsements  printed  thereon as the Company may deem  appropriate and that are
not  inconsistent  with the terms of this  Agreement  or as may be  required  by
applicable law, rule or regulation.  Each Warrant Certificate shall be dated the
date of execution by the Company.

Section 3. Execution of Warrant Certificates.

            Each  Warrant  Certificate  delivered  hereunder  shall be signed on
behalf  of the  Company  by its Chief  Executive  Officer,  President  or a Vice
President,  and by its Secretary or an Assistant Secretary.  Each such signature
may be in the form of a facsimile  thereof  and may be  imprinted  or  otherwise
reproduced on the Warrant Certificates.

            If any officer of the  Company  who signed any  Warrant  Certificate
ceases to be an officer of the Company before the Warrant  Certificate so signed
shall have been delivered by the Company, such Warrant Certificate  nevertheless
may be  delivered as though such person had not ceased to be such officer of the
Company.


<PAGE>


Section 4. Registration.

            Warrant  Certificates  shall be issued in registered  form only. The
Company will keep or cause to be kept books for  registration  of ownership  and
transfer of each Warrant  Certificate  issued pursuant to this  Agreement.  Each
Warrant  Certificate  issued pursuant to this Agreement shall be numbered by the
Company and shall be registered by the Company in the name of the holder thereof
(initially  the  Warrantholder).  The Company may deem and treat the  registered
holder of any Warrant Certificate as the absolute owner thereof (notwithstanding
any  notation of  ownership  or other  writing  thereon  made by anyone) for the
purpose of any  exercise  thereof  and for all other  purposes,  and the Company
shall not be affected by any notice to the contrary.

Section 5. No Transfers.

            A.  Restrictions  on  Transfer.  No  Warrant  may be sold,  pledged,
hypothecated,  assigned, conveyed,  transferred or otherwise disposed of (each a
"transfer") unless (i) the transfer complies with all applicable securities laws
and (ii) the  transferee  agrees  in  writing  to be bound by the  terms of this
Agreement.

            B. Cancellation.  Warrant  Certificates  surrendered for transfer or
exchange shall be canceled by the Company.

Section 6. Mutilated or Missing Warrant Certificates.

            If any Warrant Certificate is mutilated,  lost, stolen or destroyed,
the Company  shall issue,  upon  surrender  and  cancellation  of any  mutilated
Warrant  Certificate,  or in lieu of and  substitution  for any lost,  stolen or
destroyed  Warrant  Certificate,  a new  Warrant  Certificate  of like tenor and
representing  an equal  number  of  Warrants.  In the case of a lost,  stolen or
destroyed Warrant Certificate,  a new Warrant Certificate shall be issued by the
Company only upon the Company's receipt of reasonably  satisfactory  evidence of
such  loss,  theft or  destruction  and,  if  requested,  an  indemnity  or bond
reasonably satisfactory to the Company.

Section 7. Exercise of Warrants.

            A.  Exercise.  Subject to the terms and conditions set forth in this
Section 7,  Warrants  may be  exercised,  in whole or in part (but not as to any
fractional part of a Warrant), at any time or from time to time on and after the
Warrant  Commencement  Date and on or prior to 5:00 p.m.,  Eastern  time, on the
Warrant Expiration Date.

            In order to exercise any Warrant, Warrantholder shall deliver to the
Company at its office  referred  to in Section 16 the  following:  (i) a written
notice in the form of the Election to Purchase  appearing at the end of the form
of Warrant  Certificate  attached  as  Exhibit A hereto of such  Warrantholder's
election to exercise the Warrants, which notice shall specify the number of such
Warrantholder's  Warrants  being  exercised;  (ii) the  Warrant  Certificate  or
Warrant Certificates evidencing the Warrants being exercised;  and (iii) payment
of the aggregate Exercise Price.

            All rights of Warrantholder with respect to any Warrant that has not
been  exercised,  on or  prior  to  5:00  p.m.,  Eastern  time,  on the  Warrant
Expiration Date shall immediately cease and such Warrants shall be automatically
cancelled  and  void,  unless  the  Company  shall  have  extended  the  Warrant
Expiration Date (as provided in Section 16 below).

            B. Payment of Exercise  Price.  Payment of the  Exercise  Price with
respect to Warrants being  exercised  hereunder  shall be made by the payment to
the  Company,  in cash,  by check or wire  transfer,  of an amount  equal to the
Exercise Price multiplied by the number of Warrants then being exercised



                                      -2-
<PAGE>


            C. Payment of Taxes. The Company shall be responsible for paying any
and all issue, documentary,  stamp or other taxes that may be payable in respect
of any issuance or delivery of Warrant Shares on exercise of a Warrant.

            D. Delivery of Warrant Shares. Upon receipt of the items referred to
in Section  7A, the Company  shall,  as  promptly  as  practicable,  execute and
deliver or cause to be executed and  delivered,  to or upon the written order of
Warrantholder,  and in the name of Warrantholder or Warrantholder's  designee, a
stock  certificate  or stock  certificates  representing  the  number of Warrant
Shares to be issued on exercise of the  Warrant(s).  If the Warrant Shares shall
in accordance with the terms thereof have become automatically  convertible into
shares of the  Company's  Common Stock prior to the time a Warrant is exercised,
the  Company  shall in lieu of  issuing  shares  of Common  Stock,  issue to the
Warrantholder or its designee on exercise of such Warrant,  a stock  certificate
or stock  certificates  representing  the number of shares of Common  Stock into
which the Warrant Shares  issuable on exercise of such Warrant are  convertible.
The  certificates  issued  to  Warrantholder  or its  designee  shall  bear  any
restrictive legend required under applicable law, rule or regulation.  The stock
certificate  or  certificates  so delivered  shall be  registered in the name of
Warrantholder  or such  other  name as shall be  designated  in said  notice.  A
Warrant  shall be deemed to have been  exercised and such stock  certificate  or
stock  certificates  shall be deemed to have been issued, and such holder or any
other Person so  designated to be named therein shall be deemed to have become a
holder of  record  of such  shares  for all  purposes,  as of the date that such
notice,  together with payment of the aggregate  Exercise  Price and the Warrant
Certificate or Warrant Certificates  evidencing the Warrants to be exercised, is
received by the Company as aforesaid.  If the Warrants  evidenced by any Warrant
Certificate are exercised in part, the Company shall, at the time of delivery of
the stock certificates,  deliver to the holder thereof a new Warrant Certificate
evidencing the Warrants that were not exercised or  surrendered,  which shall in
all  respects  (other  than as to the number of Warrants  evidenced  thereby) be
identical to the Warrant Certificate being exercised.  Any Warrant  Certificates
surrendered upon exercise of Warrants shall be canceled by the Company.

Section 8.  Adjustment of Number of Warrant  Shares  Issuable Upon Exercise of a
Warrant and Adjustment of Exercise Price.

            A. Adjustment for Stock Splits, Stock Dividends,  Recapitalizations.
The number of Warrant  Shares  issuable  upon  exercise of each  Warrant and the
Exercise  Price  shall each be  proportionately  adjusted  to reflect  any stock
dividend,  stock  split,  reverse  stock  split,  recapitalization  or the  like
affecting the number of outstanding shares of Common Stock that occurs after the
date hereof.

            B. Adjustments for Reorganization,  Consolidation,  Merger. If after
the date hereof, the Company (or any other entity, the stock or other securities
of  which  are  at  the  time  receivable  on the  exercise  of  the  Warrants),
consolidates  with or merges into another entity or conveys all or substantially
all of its assets to another  entity,  then,  in each such case,  Warrantholder,
upon any permitted exercise of a Warrant (as provided in Section 7), at any time
after  the  consummation  of  such  reorganization,   consolidation,  merger  or
conveyance,  shall  be  entitled  to  receive,  in lieu of the  stock  or  other
securities  and property  receivable  upon the exercise of the Warrant  prior to
such  consummation,  the stock or other  securities  or  property  to which such
Warrantholder   would  have  been  entitled  upon  the   consummation   of  such
reorganization,  consolidation,  merger or conveyance if such  Warrantholder had
exercised  the  Warrant  immediately  prior  thereto,  all  subject  to  further
adjustment as provided in this Section 8. The successor or purchasing  entity in
any such reorganization,  consolidation, merger or conveyance (if other than the
Company)   shall  duly   execute   and  deliver  to   Warrantholder   a  written
acknowledgment  of  such  entity's  obligations  under  the  Warrants  and  this
Agreement.



                                      -3-
<PAGE>


            C. Notice of Certain Events.

            Upon the  occurrence of any event  resulting in an adjustment in the
number of Warrant  Shares (or other stock or securities or property)  receivable
upon the  exercise of the  Warrants or the  Exercise  Price,  the Company  shall
promptly  thereafter (i) compute such adjustment in accordance with the terms of
the Warrants,  (ii) prepare a  certificate  setting  forth such  adjustment  and
showing in detail the facts upon which such adjustment is based,  and (iii) mail
copies of such certificate to Warrantholder.

            D. Adjustment to the Exercise Price.

            The Company has the right, in its sole and absolute  discretion,  to
reduce the  Exercise  Price.  Upon any such  determination,  the  Company  shall
provide notice to the Warrantholder thereof.

Section 9. Reservation of Shares.

            The Company shall at all times reserve and keep available, free from
preemptive  rights,  out of the aggregate of its authorized but unissued  Common
Stock,  or its  authorized  and issued  Common Stock held in its  treasury,  the
aggregate  number of the Warrant  Shares  deliverable  upon the  exercise of all
outstanding  Warrants,  for the purpose of enabling it to satisfy any obligation
to issue the Warrant Shares upon the due and punctual  exercise of the Warrants,
through 5:00 p.m., Eastern time, on the Warrant Expiration Date.

Section 10. No Impairment.

            The  Company  shall  not,  by  amendment  of  its   certificate   of
incorporation  or bylaws,  or  through  reorganization,  consolidation,  merger,
dissolution,  issuance  or  sale of  securities,  sale of  assets  or any  other
voluntary action, willfully avoid or seek to avoid the observance or performance
of any of the terms of the Warrants or this Agreement, and shall at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate  in order to protect the rights
of  Warrantholder  under  the  Warrants  and  this  Agreement  against  wrongful
impairment.  Without limiting the generality of the foregoing,  the Company: (i)
shall not set or increase  the par value of any Warrant  Shares above the amount
payable  therefor  upon  exercise,  and (ii)  shall  take all  actions  that are
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of the Warrants.

Section 11. Representations and Warranties of Warrantholder.

            Warrantholder  represents  and warrants to the Company  that, on the
date hereof and on the date the Warrantholder  exercises the Warrant pursuant to
the terms of this Agreement:

                  (i) Warrantholder is an "accredited investor", as such term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

                  (ii)  Warrantholder  understands  that  the  Warrants  and the
Warrant  Shares  have  not  been   registered   under  the  Securities  Act  and
acknowledges  that the Warrants and the Warrant Shares must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from such registration becomes available.

                  (iii)    Warrantholder   is   acquiring   the   Warrants   for
Warrantholder's  own account for  investment and not with a view to, or for sale
in connection with, any distribution thereof.



                                      -4-
<PAGE>


                  (iv) All the representations  made by the Warrantholder on the
date  hereof  in  the  Subscription   Agreement  between  the  Company  and  the
Warrantholder  shall  be true  and  correct  as of the  date  the  Warrantholder
exercises the Warrant.

Section 12. No Rights or Liabilities as Stockholder.

            No holder, as such, of any Warrant  Certificate shall be entitled to
vote, receive dividends or be deemed the holder of Common Stock which may at any
time be issuable on the  exercise of the  Warrants  represented  thereby for any
purpose  whatever,  nor  shall  anything  contained  herein  or in  any  Warrant
Certificate  be construed to confer upon the holder of any Warrant  Certificate,
as such,  any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter  submitted to  stockholders  at
any meeting  thereof,  or to give or withhold  consent to any  corporate  action
(whether  upon any  recapitalization,  issuance  of stock,  reclassification  of
stock,  change of par value or change of stock to no par  value,  consolidation,
merger,  conveyance  or  otherwise),  or to receive  notice of meetings or other
actions affecting stockholders or to receive dividend or subscription rights, or
otherwise,   until  such  Warrant  Certificate  shall  have  been  exercised  in
accordance  with the  provisions  hereof and the receipt and  collection  of the
Exercise Price and any other amounts  payable upon such exercise by the Company.
No provision  hereof,  in the absence of affirmative  action by Warrantholder to
purchase  Warrant Shares shall give rise to any liability of such holder for the
Exercise  Price or as a stockholder  of the Company,  whether such  liability is
asserted by the Company or by creditors of the Company.

Section 13. Fractional Interests.

            The  Company  shall not be required  to issue  fractional  shares of
Common Stock upon  exercise of the Warrants or to distribute  certificates  that
evidence  fractional  shares of Common Stock. If any fraction of a Warrant Share
would, except for the provisions of this Section 13, be issuable on the exercise
of a Warrant,  the number of Warrant Shares to be issued by the Company shall be
rounded to the nearest whole number, with one-half or greater being rounded up.

Section 14. Definitions.

            Unless the context  otherwise  requires,  the terms  defined in this
Section 14, whenever used in this Agreement  shall have the respective  meanings
hereinafter  specified  and words in the  singular  or in the plural  shall each
include the singular and the plural and the use of any gender shall  include all
genders.

            "Business Day" shall mean any day on which banking  institutions are
generally open for business in Nevada.

            "Common  Stock" means the common  stock,  without par value,  of the
Company.

            "Exercise  Price"  shall be the  price  per  Warrant  Share at which
Warrantholder  is  entitled  to purchase  Warrant  Shares  upon  exercise of any
Warrant  determined  in  accordance  with Section 7 and subject to adjustment as
provided in Sections 8 and 16 hereof.

            "Person" shall mean any corporation, association, partnership, joint
venture,  trust,  organization,  business,  individual,  government or political
subdivision thereof or governmental body.



                                      -5-
<PAGE>


            "Securities  Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute as at the time in effect,  and any reference to a
particular  section  of such Act shall  include a  reference  to the  comparable
section, if any, of such successor federal statute.

Section 15. Notices.

            All notices,  consents,  requests,  waivers or other  communications
required or permitted under this Agreement (each a "Notice") shall be in writing
and shall be sufficiently given (a) if hand delivered, (b) if sent by nationally
recognized  overnight  courier,  or (c) if sent by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

                           if to the Company:

                           Datigen.com, Inc.

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

                           ------------------
                           Attn:  President


                           if to Warrantholder:

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

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

or such other  address as shall be furnished  by any of the parties  hereto in a
Notice. Any Notice shall be deemed given upon receipt.

Section 16. Supplements, Amendments and Waivers.

            This Agreement may be  supplemented  or amended only by a subsequent
writing signed by each of the parties  hereto (or their  successors or permitted
assigns),  and any provision  hereof may be waived only by a written  instrument
signed by the party charged therewith.

Section 17. Successors and Assigns.

            Except  as  otherwise   provided  herein,  the  provisions  of  this
Agreement  shall be binding upon and inure to the benefit of and be  enforceable
by the successors and permitted  assigns of the parties hereto.  Warrants issued
under this  Agreement may be assigned by  Warrantholder  only to the extent such
assignment  satisfies the  restrictions on transfer set forth in this Agreement;
any  attempted  assignment of Warrants in violation of the terms hereof shall be
void ab initio.

Section 18.       Termination.

            This Agreement  (other than Sections 7C, 11, and Sections 15 through
26,  inclusive,  and all related  definitions,  all of which shall  survive such
termination)  shall terminate on the earlier of (i) the Warrant  Expiration Date
and (ii) the date on which all Warrants have been exercised.



                                      -6-
<PAGE>


Section 19. Governing Law; Jurisdiction.

            A. Governing Law. This Agreement and each Warrant Certificate issued
hereunder  shall be governed by and construed in accordance with the laws of the
Nevada and the federal laws of the United States applicable herein.

            B. Submission to  Jurisdiction.  Each party to this Agreement hereby
irrevocably and  unconditionally  submits,  for itself and its property,  to the
jurisdiction  of the state of Nevada,  and any appellate court from any thereof,
in respect of actions brought against it as a defendant,  in any action, suit or
proceeding  arising  out  of or  relating  to  this  Agreement  or  the  Warrant
Certificates  and Warrants to be issued pursuant  hereto,  or for recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees that all claims in respect of any such action, suit
or proceeding  may be heard and  determined in such courts.  Each of the parties
hereto agrees that a final judgment in any such action, suit or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.

            C. Venue. Each party hereto irrevocably and unconditionally  waives,
to the fullest extent it may legally and  effectively do so, any objection which
it may now or  hereafter  have to the  laying  of venue of any  action,  suit or
proceeding  arising  out of or  relating  to  this  Agreement,  or  the  Warrant
Certificates and Warrants to be issued pursuant hereto, in any court referred to
in this  Subsection B. Each of the parties  hereby  irrevocably  waives,  to the
fullest  extent  permitted by law, the defense of an  inconvenient  forum to the
maintenance  of such action,  suit  proceeding  in any such court and waives any
other right to which it may be entitled on account of its place of  residence or
domicile.

Section 20. Third Party Beneficiaries.

            Each party intends that this  Agreement  shall not benefit or create
any  right or cause of  action in or on  behalf  of any  Person  other  than the
parties hereto and their successors and permitted assigns.

Section 21. Headings.

            The headings in this  Agreement are for  convenience  only and shall
not affect the construction or interpretation of this Agreement.

Section 22. Entire Agreement.

            This Agreement, together with the Warrant Certificates and Exhibits,
and the Subscription Agreement,  dated of even date herewith, by and between the
Company and  Warrantholder,  constitute the entire  agreement and  understanding
between the parties  hereto with respect to the subject  matter hereof and shall
supersede any prior  agreements  and  understandings  between the parties hereto
with respect to such subject matter.

Section 23. Expenses.

            Each of the  parties  hereto  shall pay its own  expenses  and costs
incurred  or to be  incurred  in  negotiating,  closing  and  carrying  out this
Agreement and in consummating the transactions  contemplated  herein,  except as
otherwise expressly provided for herein.



                                      -7-
<PAGE>


Section 24. Neutral Construction.

            The  parties  to  this  Agreement  agree  that  this  Agreement  was
negotiated  fairly between them at arm's length and that the final terms of this
Agreement are the product of the parties'  negotiations.  Each party  represents
and warrants  that it has sought and received  legal counsel of its own choosing
with regard to the  contents of this  Agreement  and the rights and  obligations
affected  hereby.  The parties agree that this Agreement shall be deemed to have
been  jointly and  equally  drafting by them,  and that the  provisions  of this
Agreement  therefore  should not be construed  against a party or parties on the
grounds  that such party or  parties  drafted  or was more  responsible  for the
drafting of any such provision(s).

Section 25. Representations and Warranties.

            The Company  hereby  represents  and  warrants to the  Warrantholder
that:

            (a) the Company has all requisite  corporate  power and authority to
(i) execute and deliver this  Agreement and (ii) issue and sell the Common Stock
upon the  conversion  thereof and carry out  provisions of this  Agreement.  All
corporate  action  on the  part of the  Company,  its  officers,  directors  and
stockholders  necessary  for the  authorization,  execution and delivery of this
Agreement,  the performance of all obligations of the Company hereunder, and the
authorization  (or  reservation  for issuance),  sale and issuance of the Common
Stock to be sold  hereunder  has been  taken or will be taken  prior to the date
hereof;

            (b)  this  Agreement   constitutes  a  valid  and  legally   binding
obligation of the Company,  enforceable in accordance with its terms, except (i)
as limited by applicable bankruptcy, insolvency, reorganization,  moratorium and
other laws relating to application  affecting  enforcement of creditor's  rights
generally and (ii) as limited by laws relating to the  availability  of specific
performance, injunctive relief of other equitable remedies;

            (c) the Common Stock  issuable upon the  conversion  thereof that is
being purchased  hereunder,  when issued,  sold and delivered in accordance with
the terms of this Agreement for the consideration expressed herein, will be duly
and  validly  issued,   fully  paid  and  nonassessable  and  will  be  free  of
restrictions on transfer,  other than  restrictions on transfer under applicable
state and federal securities laws;

            (d)  subject in part to the truth and  accuracy  of  Warrantholder's
representations  set forth in Section 11 of this Agreement,  the offer, sale and
issuance  of  the  Common  Stock  issuable  upon  the   conversion   thereof  as
contemplated by this Agreement are exempt from the registration  requirements of
the Securities Act and the  qualification  or  registration  requirements of any
state securities or other applicable blue sky laws; and

            (e) the  execution,  delivery and  performance of this Agreement and
the consummation of the transactions  contemplated hereby will not result in any
such  violation,  or be in  conflict  with or  constitute,  with or without  the
passage of time and giving of notice,  either a default under any such provision
or an event that results in creation of any lien, charge or encumbrance upon any
assets of the Company or the suspension,  revocation,  impairment, forfeiture or
nonremoval of any material permit, license, authorization or approval applicable
to the Company, its business or operations or any of its assets or properties.



                                      -8-
<PAGE>


Section 26. Counterparts.

            This Agreement may be executed in counterparts  and by facsimile and
each such  counterpart  shall for all purposes be deemed to be an original,  and
all such counterparts shall together constitute but one and the same instrument.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                                  DATIGEN.COM, INC.



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






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








                                      -9-
<PAGE>


                                                                       EXHIBIT A

            THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR THE
            SECURITIES LAWS OF ANY STATE.  THE SECURITIES HAVE BEEN ACQUIRED FOR
            INVESTMENT AND MAY NOT BE SOLD,  ASSIGNED,  TRANSFERRED OR OTHERWISE
            DISPOSED  OF  EXCEPT  IN  COMPLIANCE  WITH  SUCH ACT AND  LAWS.  THE
            SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
            AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH, A
            CLASS B WARRANT AGREEMENT BETWEEN  DATIGEN.COM,  INC. AND THE HOLDER
            OF THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE.  COPIES OF SUCH
            AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.

NO._____                                                _______ CLASS B WARRANTS




                                     FORM OF

                           Class B Warrant Certificate
                           ---------------------------


                                DATIGEN.COM, INC.

            This   Warrant   Certificate   certifies   that   _____________,   a
____________________,  is the registered holder of _______ Class B Warrants (the
"Warrantholder")  to purchase  shares (the "Warrant  Shares") of Common Stock of
Datigen.com,  Inc. (the "Company"). Each Warrant entitles the holder, subject to
the  satisfaction  of the  conditions  to exercise set forth in Section 7 of the
Warrant Agreement referred to below, to purchase from the Company at any time or
from  time to  time on and  after  the  date  hereof,  or such  earlier  date as
determined  by the Company in its sole and  absolute  discretion  (the  "Warrant
Commencement  Date") and terminate on or prior to 5:00 p.m., Eastern time, three
years   thereafter   (the  "Warrant   Expiration   Date")  one  fully  paid  and
nonassessable  Warrant  Share at the  Exercise  Price set  forth in the  Warrant
Agreement.  The number of Warrant  Shares for which each Warrant is  exercisable
and the  Exercise  Price are  subject to  adjustment  as provided in the Warrant
Agreement.

            The Warrants  evidenced by this  Warrant  Certificate  are part of a
duly  authorized  issue of Warrants to  purchase  Warrant  Shares and are issued
pursuant to a Class B Warrant  Agreement,  dated as of ____,  2005 (the "Warrant
Agreement"),  between the Company and  ___________,  which Warrant  Agreement is
hereby  incorporated  by reference in and made a part of this  instrument and is
hereby  referred  to for a  description  of the  rights,  limitation  of rights,
obligations, duties and immunities thereunder of the Company and Warrantholder.

            Warrantholder  may exercise  vested  Warrants by  surrendering  this
Warrant  Certificate,  with the Election to Purchase  attached  hereto  properly
completed and executed,  together with payment of the aggregate  Exercise Price,
at the offices of the Company specified in Section 15 of the Warrant  Agreement.
If upon any  exercise  of  Warrants  evidenced  hereby  the  number of  Warrants
exercised  shall be less than the total  number of  Warrants  evidenced  hereby,
there  shall be  issued  to the  holder  hereof or its  assignee  a new  Warrant
Certificate evidencing the number of Warrants not exercised.




<PAGE>


            This Warrant  Certificate,  when  surrendered  at the offices of the
Company  specified  in Section 15 of the Warrant  Agreement,  by the  registered
holder thereof in person, by legal representative or by attorney duly authorized
in  writing,  may be  exchanged,  in the manner and  subject to the  limitations
provided in the Warrant Agreement, for one or more other Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.

            Warrantholder  may transfer  the Warrants  evidenced by this Warrant
Certificate,  in whole or in part,  only in  accordance  with  Section  5 of the
Warrant Agreement.

            The Company may deem and treat the  registered  holder hereof as the
absolute  owner of this  Warrant  Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise  hereof  and for all  other  purposes,  and the  Company  shall  not be
affected by any notice to the contrary.




            WITNESS  the  signatures  of the  duly  authorized  officers  of the
Company.


Dated:  ___________ ___, 2005


                                         DATIGEN.COM, INC.



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



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


                                      1-ii

<PAGE>



                                     FORM OF

                              Election to Purchase

            The undersigned  hereby  irrevocably elects to exercise _________ of
the Class B Warrants  evidenced by the attached Warrant  Certificate to purchase
Warrant Shares, and herewith tenders (or is concurrently  tendering) payment for
such Warrant Shares in an amount  determined in accordance with the terms of the
Warrant Agreement. The undersigned requests that a certificate representing such
Warrant  Shares be  registered  in the name of , whose  address is and that such
certificate  be delivered to , whose  address is . If said number of Warrants is
less than the  number of  Warrants  evidenced  by the  Warrant  Certificate  (as
calculated pursuant to the Warrant Agreement),  the undersigned  requests that a
new Warrant  Certificate  evidencing  the number of Warrants  evidenced  by this
Warrant  Certificate that are not being exercised be registered in the name of ,
whose  address is and that such  Warrant  Certificate  be  delivered  to , whose
address                         is                          --------------------
--------------------------------------------------- .

              Dated:                                   ,
                     ---------------------------------  -------------

              Name of holder of Warrant Certificate:

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

              -------------------------------------------------------
                                   (Please Print)

              Address:
                      -----------------------------------------------

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

              Federal Tax ID No.:
                                  -----------------------------------


              Signature:
                          -------------------------------------------


                        Note: The above  signature must correspond with the name
                              as written in the first  sentence of the  attached
                              Warrant  Certificate in every particular,  without
                              alteration or enlargement or any change  whatever,
                              and  if the  certificate  evidencing  the  Warrant
                              Shares  or any  Warrant  Certificate  representing
                              Warrants not  exercised is to be  registered  in a
                              name  other  than  that  in  which  this   Warrant
                              Certificate  is  registered,  the signature  above
                              must be guaranteed.


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

Dated:                           ,
        -------------------------  ----------------