Exhibit 10.8

Warrant Agreement between the Registrant and Bruce Bertman, dated October 15,
2001.

THIS  WARRANT AND THE SHARES OF COMMON STOCK PURCHASESABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  APPLICABLE  STATE  SECURITIES  LAWS  AND  MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED  OR  HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDERM  SAID  ACT  AND  STATE  SECURITIES LAWS REALTING TO SUCH SECURITIES OR AN
OPINION  OF  COUNSEL,  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

              Right to Purchase 3,000,000 Shares of Common Stock of
                              A1 Internet.com, Inc.
                  (subject to adjustment as provided herein).

                          COMMON STOCK PURCHASE WARRANT

             Void after 5:00 p.m. New York Time on October 15, 2006

                                October 15, 2001

     AI  INTERNET.COM, INC., a corporation organized under the laws of the State
of  Nevada  (the  "Company"),  hereby  certifies that, for value received, Bruce
Bertman, or registered assigns (the "Holder"), is entitled, subject to the terms
set  forth  below, to purchase from the Company at any time or from time to time
after  the  date  hereof and before 5:00 p.m., New York time on October 15, 2006
(the  "Expiration  Date"),  up  to  Three  Million  (3,000,000)  fully  paid and
nonassessable  shares  of Warrant Stock (as herein defined), $.001 par value per
share,  of  the  Company,  at  a  purchase  price  per share equal to $.03 (such
purchase  price  per  share  as adjusted from time to time as herein provided is
referred herein as the "Premium Price"). The number and character of such shares
of  Warrant  Stock  and  Purchase  Price  are  subject to adjustment as provided
herein.  This  Warrant  is  non-redeemable.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

          (i)     The  term  Company shall include A1 INTERNET.COM, INC. and any
     corporation,  which  shall succeed or assume the obligation of such company
     hereunder.

          (ii)     The  term  "Common  Stock"  includes (i) the Company's Common
     Stock,  $.001  par  value  per  share,  as  authorized  on  the date of the
     Agreement, and (ii) any other securities into which or for which any of the
     securities  described in (i) hereof, may be converted or exchanged pursuant
     to  a  plan  of recapitalization, reorganization, merger, sale of assets or
     otherwise.

          (iii)     The term "Fair Market Value" shall have the meaning assigned
     to  such  term  in  Section  1.5.

          (iv)     The  term  "Other Securities" refers to any stock (other than
     Common  Stock)  and  other  securities  of  the Company or any other person
     (corporate  or otherwise) which the Holder at any time shall be entitled to
     receive,  or  shall have received, upon exercise of the Warrant, in lieu of
     or  in  addition to Common Stock, or which at any time shall be issuable or
     shall have been issued in exchange for or in replacement of Common Stock or


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<PAGE>
     Other  Securities  pursuant  to  Section  5  or  otherwise.

          (v)     The  term  "Spread  Value" shall mean (i) the number of shares
     exercised  at a given time multiplied by the Fair Market Value of one share
     of  Common  Stock,  less  (ii)  aggregate  applicable  Purchase  Price.

          (vi)     The  term  "Warrant Stock" means, collectively, the shares of
     Common  Stock  issued or issuable and Other Securities owned or to be owned
     upon  exercise  of this Warrant and all other warrants in substantially the
     same form as this Warrant issued to Holder or thereafter to its Transferees
     (as  hereinafter defined).

     1.   Exercise  of  Warrant.
          ---------------------

          1.1.     NUMBER OF SHARES ISSUABLE UPON EXERCISE.  The Holder shall be
                   ---------------------------------------
entitled  to  receive, upon exercise of this Warrant in whole in accordance with
the  terms  of  subsection  1.2  or  upon  exercise  of  this Warrant in part in
accordance  with subsection 1.3, shares of Warrant Stock, subject to  adjustment
pursuant  to  Section  5.

          1.2.     FULL  EXERCISE.  This Warrant may be exercised in full by the
                   --------------
Holder by  surrender  of this Warrant, with the form of subscription attached as
Exhibit  A  hereto (the "Subscription Form") duly executed by the Holder, to the
Company at its principal office, accompanied by payment either (a) in cash or by
personal,  certified or official bank check payable to the order of the Company,
in  the amount obtained by multiplying the number of shares of Warrant Stock for
which  this Warrant is then exercisable by the Purchase Price then in effect or,
(b) in accordance with Section 1.4 below, or (c) the surrender to the Company of
Common  Stock  of  the  Company  having  an  aggregate  Fair  Market  Value  (as
hereinafter  defined)  equal  to  the  aggregate Purchase Price of the shares of
Warrant  Stock  being  purchased  upon  such  exercise.

          1.3.    PARTIAL  EXERCISE.  This Warrant may be exercised in part (but
                  -----------------
not  for a fractional share) on an unlimited number of occasions by surrender of
this  Warrant in the manner and the place provided in subsection 1.2 except that
the  amount  payable by the Holder on such partial exercise shall be the amounts
obtained  by  multiplying (a) the number of shares of Warrant Stock designate by
the  Holder  in  the Subscription Form by (b) the Purchase Price then in effect.
The  method of payment shall be as permitted in Section 1.2. On any such partial
exercise,  the  Company,  at its expense, will forthwith issue and deliver to or
upon  the  order  of the Holder, a new Warrant of like tenor, in the name of the
Holder  hereof  or  as  the  Holder  (upon payment such Holder of any applicable
transfer  taxes),  may  request subject to compliance with applicable securities
laws,  representing the number of shares of Warrant Stock for which such Warrant
may  still  be  exercised.

          1.4.     CASHLESS EXERCISE.  At the option of the Holder, this Warrant
                   -----------------
may  be  exercised  at  nay  time  or from time to time, in one of the following
"cashless  exercise"  transactions:

          (a)     The  Holder  shall  have the right to exercise, in whole or in
     part,  the  Warrants  (the  "Exercise  Right")  at  any  time  prior to the


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<PAGE>
     Expiration  Date,  into  shares  of  Common  Stock  in  accordance with the
     provisions  of  this  paragraph by the Holder tendering the Company written
     notice  of  exercise  together with advice of the delivery of an order to a
     broker  to  sell  part  or all of the shares of Common Stock underlying the
     Warrants,  subject to such exercise notice and irrevocable order to, and an
     irrevocable  commitment  by,  such broker to deliver to the Company (or its
     transfer  agents)  sufficient  proceeds  from  sale  of  such shares to pay
     aggregate  Purchase  Price  of such Warrants and any withholding taxes. All
     documentation  and  procedures  to  be  followed  in  connection  with such
     "cashless  exercise"  shall  be  approved  in advance by the Company, which
     approval shall expeditiously provided and not unreasonable withheld; or

          (b)     Upon written notice of exercise from the Holder to the Company
     that  the  Holder  is  exercising  this  Warrant in whole or in part and as
     consideration  of such exercise is authorizing the Company to withhold from
     issuance  a number of shares of Common Stock issuable upon exercise of this
     Warrant,  the  Company  shall deliver to the Holder (without payment by the
     Holder  of  the  aggregate  Purchase Price) that number of shares of Common
     Stock  having an aggregate Fair Market Value equal to the quotient obtained
     by  dividing (x) the Spread Value by (y) the Fair Market Value of one share
     of  Common  Stock  immediately prior to the exercise of the Exercise Right.
     The  shares  withheld by the Company shall no longer be issuable under this
     Warrant.  The number of shares to be withheld by the Company shall be equal
     to  the  amount  of  shares  that would have been purchased pursuant to the
     notice  of  exercise less the number of shares issued to the Holder in such
     exercise  pursuant  to  the  notice  of  exercise less the number of shares
     issued  to  the  Holder in such exercise pursuant tot he above computation.

          1.5.     FAIR  MARKET  VALUE.  Fair Market Value of a share of Warrant
                   -------------------
Stock as of a particular date (the "Determination Date") shall mean:

          (a)     If  the Warrant Stock is traded on an exchange or is quoted on
     the  Nasdaq  National Market or the Nasdaq SmallCap Market ("Nasdaq"), then
     the  average  of the bid and ask prices, respectively, reported for he five
     trading  days  immediately  preceding  the  Determination  Date.

          (b)     If the Warrant Stock is not traded on an exchange or on Nasdaq
     but  is traded in the over-the-counter market or other similar organization
     (including OTC Bulletin Board), then the average of the closing bid and ask
     prices  reported  for  the  five  trading  days  immediately  preceding the
     Determination  Date.

          (c)     If the Warrant Stock is not traded as provided above, then the
     price  determined  in  good faith by the Board of Directors of the Company,
     provided  that  (1)  the basis or bases of each such determination shall be
     set  forth  in  the corporate records of the Company pertaining to meetings
     and  other actions of such board, and (2) such records are available to the
     Holder  for inspection during normal business hours of the Company upon the
     giving  of  reasonable  prior  notice.

          1.6.     COMPANY  ACKNOWLEDGMENT. The Company will, at the time of the
                   -----------------------
exercise  of this Warrant, upon the request of the Holder acknowledge in writing
its  continuing  obligation  to afford to the Holder any rights which the Holder
shall  continue  to  be  entitled  after  such  exercise  in accordance with the


                                                                               3
<PAGE>
provisions  of  this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to  the  Holder  any  such  rights.

          1.7.     TRUSTEE  FOR  WARRANT HOLDERS.  In the event that a bank or a
                   -----------------------------
trust  company  shall  have been appointed as trustee for the Holder pursuant to
subsection  4.2, such bank or trust company shall have all the powers and duties
of a warrant agent appointed pursuant to Section 11 and shall accept, in its own
name  for the account of the Company or such successor person as may be entitled
thereto,  all amounts otherwise payable to the Company or such successor, as the
case may be, on exercise of this Warrant pursuant to this Section 1.

     2.     DELIVERY  OF  STOCK  CERTIFICATED,  ETC.  ON  EXERCISE.  The Company
            ------------------------------------------------------
agrees  that the shares of Warrant Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of  the  close  of  business  on  the date on which this Warrant shall have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after  the  exercise of this Warrant in full or in part, and in any
event  within  three  business  days  thereafter,  the  Company  at  its expense
(including  the  payment  but it of any applicable issue taxes) will cause to be
issued  in  the  name  of  and  delivered  to the Holder, or as the Holder (upon
payment  by such Holder of any applicable transfer taxes) may direct, subject to
compliance  with  applicable  securities laws, a certificate or certificates for
the  number  of duly authorized and validly issued, fully paid and nonassessable
shares  of Warrant Stock to which the Holder shall be entitled on such exercise,
plus,  in  lieu  of  any fractional share to which the Holder would otherwise be
entitled,  cash  equal to such fraction multiplied by the then Fair Market Value
of  one  full  share, together with any Other Securities and property (including
cash,  where  applicable)  to  which  the Holder is entitled upon such exercise.

     3.     ADJUSTMENT  FOR  DIVIDENDS  IN  OTHER  STOCK,  PROPERTY,  ETC.
            --------------------------------------------------------------
RECLASSIFICATION,  ETC.  In  case  at  any time from time to time, the Holder of
----------------------
securities  then  comprising  Warrant Stock shall have received, or (on or after
the record date fixed for the determination of stockholders eligible to receive)
shall  be  become  entitled  to  receive,  without  payment  therefore.

          (a)     additional Common Stock or Other Securities or property (other
     than cash) by way of dividend, or

          (b)     any  cash  (excluding  cash  dividends),  or

          (c)     additional  Common  Stock  or  Other  Securities  or  property
     (including  cash)  by  way  of  spin-off,  split-up,  reclassification,
     recapitalization,  combination of share or similar corporate rearrangement,
     other than additional shares of Warrant Stock issued as a Stock dividend or
     in  a  stock  split  (adjustments  in  respect  of which an provided for in
     Section  5);

          then  and  in  each  such  case  the Holder, on the exercise hereof as
     provided  in  Section  1. shall be entitled to receive the amount of Common
     Stock  and  Other  Securities  and  property  (including  cash in the cases
     referred to in subdivisions (b) and (c) of this Section 3) which the Holder
     would  hold  on  the date of such exercise if on the date hereof the Holder


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<PAGE>
     had  been  the  holder  of  record of the number of shares of Warrant Stock
     called  for  on  the  face  of  this Warrant and had thereafter, during the
     period  from  the  date  hereof to and including the date of such exercise,
     retained  such  shares  and  all  such  additional  Common  Stock and Other
     Securities  and  property  (including  cash  in  the  cases  referred to in
     subdivisions  (b)  and  (c)  of this Section 3} receivable by the Holder as
     aforesaid  during  such period, giving effect to all adjustments called for
     during  such  period  by  Section  4  and  5.

     4.   ADJUSTMENT  FOR  REORGANIZATION.  CONSOLIDATION.  MERGER  ETC.
          --------------------------------------------------------------

          4.1.     REORGANIZATION,  CONSOLIDATION,  MERGER,  ETC. In case at any
                   ---------------------------------------------
time  or  from  time to time, the Company shall (a) effect a reorganization, (b)
consolidate  with  or  merge  into  any  other  person,  or  (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the Holder, on the
exercise  hereof  as provided in Section 1 at any time after the consummation of
such  reorganization,  consolidation  or  merger  or  the effective date of such
dissolution,  as  the  case  may be, shall receive, in lieu of the Warrant Stock
issuable on such exercise prior to such consummation or such effective date, the
Common  Stock  and  Other  Securities and property (including cash) to which the
Holder  would  have  been  entitled upon such consummation or in connection with
such  dissolution,  as  the  case  may  be,  if the Holder had so exercised this
Warrant, immediately prior thereto, all subject to further adjustment thereafter
as  provided  in  Sections  3  and  5.

          4.2.     DISSOLUTION.  In  the event of any dissolution of the Company
                   -----------
following  the  transfer of all or substantially all of its properties or assets
in  a  transaction  contemplated  by Section 4.1(c), the Company, simultaneously
with such dissolution, shall distribute or cause to be distributed to the Holder
the  Common  Stock  and  Other  Securities  and  property (including cash, where
applicable)  which would be receivable by the Holder if the Holder had exercised
its  Warrant  in  full  immediately prior to such dissolution, less an amount of
Common  Stock,  Other  Securities,  property  and cash with a value equal to the
Purchase  Price.

          4.3.     CONTINUATION  OF  TERMS.  Upon  any  reorganization,
                   ------------------------
consolidation,  merger  or  transfer referred to in this Section 4. this Warrant
shall continue in full force and effect and the terms hereof shall be applicable
to  the  shares  of Common Stock and Other Securities and property receivable on
the  exercise  of  this  Warrant  after the consummation of such reorganization,
consolidation  or  merger,  as  the  case  may be, and shall be binding upon the
issuer  of  any such Common Stock or Other Securities, including, in the case of
any  such  transfer,  the  person  acquiring  all  or  substantially  all of the
properties  or  assets  of  the  Company,  whether or not such person shall have
expressly  assumed  the  terms  of  this  Warrant  as  provided  herein.

     5.   OTHER  ADJUSTMENTS.
          -------------------


                                                                               5
<PAGE>
          5.1     EXTRAORDINARY  EVENTS  REGARDING  WARRANT  STOCK. In the event
                  ------------------------------------------------
that  the  Company  shall  (a) issue additional shares of the Warrant Stock as a
dividend  or  other distribution on outstanding Warrant Stock, (b) subdivide its
outstanding  shares  of  Warrant Stock, or (c) combine its outstanding shares of
Warrant  Stock  into  a smaller number of shares of Warrant Stock, then, in each
such  event, the Purchase Price shall, simultaneously with the happening of such
event,  be  adjusted  by  multiplying the then Purchase Price by a fraction, the
numerator  of  which  shall be the number of shares of Warrant Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of  shares  of  Warrant  Stock outstanding immediately after such event, and the
product  so  obtained shall thereafter be the Purchase Price then in effect. The
Purchase  Price, as so adjusted, shall be readjusted in the same manner upon the
happening  of any successive event or events described herein in this Section 5.
The  number  of shares of Warrant Stock that the Holder shall thereafter, on the
exercise  hereof  as  provided  in  Section  1,  be entitled to receive shall be
increased  or  decreased  to  a  number  determined by multiplying the number of
shares  of  Warrant  Stock  that would otherwise (but for the provisions of this
Section  5.1)  be  issuable  upon  such  exercise by a traction of which (a) the
numerator  is the Purchase Price that would otherwise (but for the provisions of
this Section 5.1) be in effect, and (b) the denominator is the Purchase Price in
effect  on  the  date  of  such  exercise.

          5.2     ADJUSTMENT  FOR  SALE  OF  ADDITIONAL  SHARES.
                  ---------------------------------------------

               (a)  If  the  Company  shall  alter  the  date  hereof  issue any
additional  shares  of Common Stock of any class at a price per share less than,
the Purchase Price in effect immediately prior to such issuance or sale, then in
each  such  case  the Purchase Price shall be reduced to an amount determined by
multiplying  the  Purchase  Price  by  a  fraction;

               (i)  the  numerator of which shall be (x) the number of shares of
     Common  Stock  of  all  classes  outstanding (excluding treasury shares but
     including  Warrants,  options  and  convertible  securities,  on  an  as-if
     exercised  or  converted  basis)  immediately prior to the issuance of such
     additional  shares  of Common Stock plus (y) the number of shares of Common
     Stock  which  the  Net  Aggregate  Consideration  Per Share received by the
     Company  for  the total number of such additional shares of Common Stock so
     issued  would  purchase  at  the  Purchase Price (prior to adjustment), and

               (ii)  the  denominator of which shall be (x) the number of shares
     of  Common Stock  of all classes outstanding (excluding treasury shares but
     including  Warrants,  options  and  convertible  securities,  on  an  as-if
     exercised  or  converted  basis)  immediately prior to the issuance of such
     additional  shares  of  Common Stock plus (y) the number of such additional
     shares  of  Common  Stock  so  issued.

          For  purposes  of  this  paragraph  5.2,  if  a  part  or  all  of the
consideration  received by the Company in connection with the issuance of shares
of  the  Common  Stock  at  the  issuance  of any of the securities described in
paragraph  (b) below of this paragraph 5.2 consists of property other than cash,
such  consideration shall be deemed to have the same value as is recorded on the
books  of  the Company with respect to receipt of such property so long as such,
recorded value was determined in good faith by the Company's Board of Directors,
and  shall  otherwise  be deemed to have a value equal to its fair market value.


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<PAGE>
               (b)  For  the purpose of this paragraph, 5.2, the issuance of any
warrants,  options  or  other  subscription  or  purchase rights with respect to
shares  of  Common  Stock  of  any  class  and  the  issuance  of any securities
convertible  into  shares  of  Common Stock of any class (or the issuance of any
warrants,  options  or  any rights with. respect to such convertible securities)
shall  be  deemed  an  issuance  at  such  time  of such Common Stock if the Net
Consideration  Per  Share  which  may be received by the Company for such Common
Stock  (as  hereinafter determined) shall be less than the Purchase Price at the
time  of such issuance and, except as hereinafter provided, an adjustment in the
Purchase  Price  shall be made upon each such issuance in the manner provided in
paragraph  (a) of this paragraph 5.2 as if such Common Stock were issued at such
Net  Consideration  Per Share. No adjustment of the Purchase Price shall be made
under  this  paragraph  5.2 upon the issuance of any additional shares of Common
Stock  which  are  issued  pursuant  to the exercise of any warrants, options or
other  subscription  or  purchase  rights  or  pursuant  to  the exercise of any
conversion or exchange rights or in any convertible securities if any adjustment
shall  previously  have been made upon the issuance of such warrants, options or
other  rights.  Any  adjustment  of  the  Purchase  Price  with  respect to this
paragraph  (b)  of  this  paragraph 5.2 shall be disregarded if, as and when the
rights  to  acquire  shares  of  Common Stock upon exercise or conversion of the
warrants,  options,  rights  or  convertible  securities which gave rise to such
adjustment  expire  or  are  canceled without having been exercised, so that the
Purchase  Price effective immediately upon such cancellation or expiration shall
be  equal  to  the Purchase Price in effect immediately prior to the time of the
issuance  of  the  expired  or canceled warrants, options, rights or convertible
securities,  with  such  additional  adjustments as would have been made to that
Purchase  Price  had  the  expired  or  canceled  warrants,  options,  rights or
convertible  securities  not  been  issued.  In  the event that the terms of any
warrant options, other subscription or purchase rights or convertible securities
previously  issued by the Company are changed (whether by their terms or for any
other  reason) as to change the Net Consideration Per Share payable with respect
thereto  (whether  or  not  the  issuance  of  such warrants, options, rights or
convertible  securities  originally  gave  rise to an adjustment of the Purchase
Price), the Purchase Price shall be recomputed as of the date of such change, so
that the Purchase Price effective immediately upon such change shall be equal to
the  Purchase  Price  in  effect  at  the  time of the issuance of the warrants,
options,  rights  or convertible securities subject to such change, adjusted for
the issuance thereof in accordance with the terms thereof after giving effect to
Such  change,  and  with  such additional adjustments as would have been made to
that  Purchase Price had the warrants, options, rights or convertible securities
been  issued  on such changed terms. For purposes of this paragraph (b), the Net
Consideration  Per  Share  which  may  be  received  by  (the  Company  shall be
determined  as  follows:

               (i)  The  Net Consideration Per Share shall mean the amount equal
     to  the  total amount of consideration, if any, received by the Company for
     the  issuance  of such warrants, options, rights or convertible securities,
     plus  the  minimum  amount of consideration, if any, payable to the Company
     upon  exercise  or  conversion  thereof, divided by the aggregate number of
     shares  of Common Stock that would be issued if all such warrants, options,
     subscriptions,  or  other  purchase  rights  or convertible securities were
     exercised  or  converted  at  such  net  consideration  per  share.

               (ii) The Net Consideration Per Share which may be received by the
     Company  shall be determined in each instance as of the date of issuance of


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<PAGE>
     warrants,  options,  rights or convertible securities without giving effect
     to  any  possible future price adjustments or rate adjustments which may be
     applicable  with  respect  to such warrants, options, rights or convertible
     securities and which are contingent upon future events provided that in the
     case  of  an adjustment to be made as a result of a change in terms of such
     warrants,  options, rights or convertible securities, the Net Consideration
     Per Share shall be determined as of the elate of such change.

          5.3     EXCEPTIONS.
                  ----------

          Notwithstanding  any  term  or  provision  of  this  Section  5 to the
contrary, no adjustment to the Purchase Price of the Warrants will he made, upon
the  issuance  of  the  securities  to employees upon exercise of employee stock
options,  upon  conversion  of  Series  A  Preferred  Stock are upon issuance of
securities  in  connection  with  acquisitions.

     6.     CERTIFICATE  AS  TO  ADJUSTMENTS.  In each case of any adjustment or
            --------------------------------
readjustment  in  the  shares  of  Warrant  Stock  issuable upon exercise of the
Warrants,  the  Company  at its expense will promptly compute such adjustment or
readjustment  in  accordance  with  the  terms  of  the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement, as applicable, of (a) the consideration received or receivable by the
Company  for any additional shares of Warrant, Stock issued or sold or deemed to
have  been issued or sold, (b) the number of shares of Warrant Stock outstanding
or deemed to be outstanding, and (c) the Purchase Price and the number of shares
of  Warrant  Stock  to  be  received  upon  exercise  of this Warrant, in effect
immediately  prior  to  such  adjustment  or  readjustment  and  as  adjusted or
readjusted as provided in this Warrant.   The Company will forthwith mail a copy
of  each such certificate to the registered Holder at such Holder's last address
as  it  appears  on  the  books  of  the  Company.

     7.     RESERVATION  OF  STOCK,  ETC.  ISSUABLE  ON EXERCISE OF WARRANT. The
            ---------------------------------------------------------------
Company  will  at  all times reserve and keep available, solely for issuance and
delivery  upon  exercise of this Warrant, such number of shares of Warrant Stock
as  are  issuable  from  time  to  time  upon  the  exercise  of  this  Warrant.

     8.     ASSIGNMENT;  EXCHANGE  OF  WARRANT.  Subject  to  compliance  with
            ----------------------------------
applicable  securities  laws, this Warrant, and the rights evidenced hereby, may
be  transferred  by  the Holder (the "Transferor") with respect to any or all of
the  shares  of  Warrant  Stock  underlying  this  Warrant. On the surrender for
exchange  of  this  Warrant,  with  the  Transferor's endorsement in the form of
Exhibit  B  attached hereto (the "Transferor Endorsement Form"), to the Company,
the Company at its expense (but with payment by the Transferor of any applicable
transfer  taxes)  will  issue  and  deliver to or on the order of the Transferor
thereof  a  new Warrant or Warrants of like tenor, in the name of the Transferor
and/or  the  transferee(s) specified in such Transferor Endorsement Form (each a
Transferee"),  calling  in  the  aggregate  on the face or faces thereof fur the
number of shares of Warrant Stock called for on the face or faces of the Warrant
so  surrendered  by  the Transferor. Each Transferee shall be entitled (pro rata
according  to  the  number  of  shares  of  Warrant  Stock  issuable  under  the
Transferee's  new  Warrant)  to  those benefits accruing to the Transferor under
this  Warrant  prior  to  the  date  of  issue  of such new Warrant or Warrants.


                                                                               8
<PAGE>
     9.   REGISTRATION RIGHTS; INDEMNIFICATION.
          ------------------------------------

          9.1.     REGISTRATION  RIGHTS.
                   --------------------

          (a)     The  Holders of this Warrant shall have unlimited "piggy back"
registration rights. During the period prior to the Expiration Date, the Company
shall  advise  the  Holder or its transferee, by written notice at least 30 days
prior  to  the  filing of any registration statement or post-effective amendment
thereto  under  the  Act  covering  any  securities  of the Company, for its own
account  or  for  the  account of others (other than a registration statement on
Form  S-4  or S-8 or any successor forms thereto), and will, upon the request of
the  Holder,  include  in  any  such  post-effective  amendment  or registration
statement,  such  information as may be required to permit a public offering of,
all  or  any  of  the  Warrant Stock (the "Registrable Securities"). The Company
shall  supply prospectuses and such other documents as the Holder may reasonably
request  in  order  to  facilitate  the  public sale or other disposition of the
Registrable  Securities,  use its reasonable efforts to register and qualify any
of the Registrable Securities for sale in such states as such Holder designates,
provided  that  the  Company  shall  not  be  required  to  qualify as a foreign
corporation or a dealer in securities or execute a general consent to service of
process  in  any  jurisdiction  in any action, and do any and all other acts and
things  which may be reasonably necessary or desirable to enable such Holders to
consummate  the  public  sale or other disposition of the Registrable Securities
(it  being understood mat the Company, in its sole discretion, has the right not
to  request  acceleration  of effectiveness of any such registration statement),
and  furnish  indemnification  in the manner provided in Section 9.4 hereof. The
Holder shall furnish information and indemnification as set forth in Section 9.4
except  that  the maximum amount which may be recovered from the Holder shall be
limited  to  the  amount of proceeds received by the Holder from the sale of the
Registrable  Securities.  The  Company  shall  use its best efforts to cause the
managing  underwriter  or  underwriter  of  a  proposed underwritten offering to
permit  the  holders  of  Registrable Securities requested to be included in the
registration  statement.  Notwithstanding  the  foregoing,  if  the  managing
underwriter  or underwriters of such offering advises the Company or the holders
of  Registrable Securities that the total amount of securities which they intend
to  include  in  such offering is such as to materially and adversely affect the
success  of  such  offering, then the amount of securities to be offered for the
accounts  of  holders of Registrable Securities shall be eliminated, reduced, of
limited  to  the extent necessary to reduce the total amount of securities to be
included  in  such  offering to the amount, if any, recommended by such managing
underwriter or underwriters and shall be subject to (i) the number of securities
which  the  Company  proposes  to  offer  and  sell  for its own account in such
offering and (ii) any other registration rights granted to other shareholders or
securityholders  of the Company that are in effect on the date thereof (any such
reduction  or  limitation  in  the  total amount of Registrable Securities to be
included,  in such offering to be borne by the holders of Registrable Securities
proposed  to be included therein pro rata). The Holder shall not be obligated to
agree  to  any underwriter lockup if it chooses not to exercise its registration
rights.

     The  Company  will  use  its  best  efforts  to  maintain such registration
statement or post-effective amendment current, under the Act for a period of 180
days  from  the  effective  date  thereof.


                                                                               9
<PAGE>
          (b)     If  the  Holder  shall  give notice to the Company at any time
during  the  period prior to the Expiration Date, to the effect that such Holder
desires  to register under the Act, the Registrable Securities, then the Company
will  promptly,  but  no later than 60 days after receipt of such notice, file a
new  registration statement pursuant to the Act, to the end that the Registrable
Securities  may  be  publicly  sold  under  the  Act  as promptly as practicable
thereafter  and the Company will use its best efforts to cause such registration
to become and remain effective for a period of 180 days (including the taking of
such steps as are reasonably necessary to obtain the removal of any stop order);
provided that such holder shall furnish the Company with appropriate information
in  connection  therewith  as the Company may reasonably request in writing. The
Holder  may,  at  its option, request the filing of a new registration statement
under  the Act with respect to the Registrable Securities on one occasion during
the  term of this Warrant. The Holder may at its option request the registration
of  any  of  the  Registrable Securities in a registration statement made by the
Company  as  contemplated by Section 9.1(a) or in connection with a request made
pursuant  to  this  Section  9.1(b)  prior  to  acquisition  of the Common Stock
issuable  upon  exercise of the Warrant and even though the Holder has not given
notice  of  exercise  of  the  Warrant.

          The Company shall supply prospectuses, and such other documents as the
Holder  may  reasonably  request in order to facilitate the public sale or other
disposition  of the Registrable Securities, use its best efforts to register and
qualify any of the Registrable Securities for sale in such states as such holder
designates,  provided  that  the  Company  shall not be required to qualify as a
foreign  corporation  or  a dealer in securities or execute a general consent to
service  of  process  in  any  jurisdiction  in  any  action,  and  furnish
indemnification  in  the  manner  provided  in  Section  9.4  hereof.

          The  demand  registration rights granted hereunder shall expire on the
date  such  Registrable Securities have been sold or the date such shares may be
sold  pursuant  to  Rule  144  without  volume  limitations.

          For  purposes  of  this Section 9.1(b), the term Holder shall mean the
Holders  of  a majority of the Warrants issued on the date hereof (in connection
with  the  transaction  giving  rise  to  the  issuance  of  the  Warrants).

     9.2.     INTENTIONALLY  OMITTED.
              ----------------------

     9.3.     EXPENSES.  All  expenses incurred by the Company in complying with
              --------
this Section 9, including, without limitation, all registration and filing fees,
printing  expenses,  fees  and  disbursements  of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred
in  connection  with complying with state securities or "blue sky" laws, fees of
the  National  Association  of Securities Dealers, Inc., transfer taxes, fees of
transfer  agents  and registrars and costs of insurance are called "Registration
Expenses."  All underwriting discounts and selling commissions applicable to the
sale  of  Warrant  Stock,  including  any  fees and disbursements of any special
counsel  to  the  Holder,  are  called  "Selling  Expenses."

          The  Company will pay all Registration Expenses in connection with the
registration  statements  filed under  this  Section 9.  All Selling Expenses in
connection  with each registration statement under this Section 9 shall be borne
by  the Holder in proportion to the number of shares sold by the Holder relative


                                                                              10
<PAGE>
to the number of shares sold under such registration statement or as all sellers
thereunder  may  agree.

     9.4.  INDEMNIFICATION  AND  CONTRIBUTION.
           ----------------------------------

          (a)     In  the event of a registration of any Warrant Stock under the
     Securities  Act  pursuant to this Section 9, the Company will indemnify and
     hold  harmless  the  Holder and its officers, directors, employees, counsel
     and  each  underwriter,  if  any, of such Warrant Stock thereunder and each
     other  person,  if  any, who controls such Holder or underwriter within the
     meaning of the Securities Act, from and against any losses, claims, damages
     or  liabilities, joint or several, to which the Holder, or such underwriter
     or  other indemnified person may become subject under the Securities Act or
     otherwise,  insofar  as  such  losses,  claims,  damages or liabilities (or
     actions  in  respect  thereof)  arise  out  of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in any
     registration  statement under which such Warrant Stock was registered under
     the  Securities  Act pursuant to this Section 9, any preliminary prospectus
     or  final  prospectus  contained  therein,  or  any amendment or supplement
     thereof, or arise out or are based upon the omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make  the statements therein not misleading, and will reimburse the Holder,
     each  such underwriter and each such other indemnified person for any legal
     or  other  expenses  reasonably  incurred  by  them  in  connection  with
     investigating  or  defending  any  such  loss,  claim, damage, liability or
     action;  provided,  however,  that  the  Company  will not be liable to the
              --------   ------
     provider of information giving rise to any claim in any such case if and to
     the  extent that any such loss, claim, damage or liability arises out of or
     is  based  upon an untrue statement or alleged untrue statement or omission
     or alleged omission so made in conformity with information furnished by any
     such  Holder,  the  underwriter  or any such other indemnified person about
     itself  in  writing  specifically for use in such registration statement or
     prospectus;  provided  further  that  the  indemnity  with  respect  to any
     preliminary  prospectus  shall  not be applicable on account of any losses,
     claims,  damages,  liabilities  or litigation arising from the sale of such
     securities  to  any person if the misstatement of omission was corrected in
     the  final  prospectus  related  thereto  but such final prospectus was not
     delivered  by  the  Holder  to  such  person  at  or  prior  to the sale or
     securities.

          (b)     In  the  event  of  a registration of any of the Warrant Stock
     under  the  Securities Act pursuant to Section 9, the Holder will indemnify
     and  hold  harmless  the  Company,  each  person,  if any, who controls the
     Company  within  the  meaning  of  the  Securities Act, each officer of the
     Company who signs the registration statement, each director of the Company,
     each  underwriter  and  each person who controls any underwriter within the
     meaning of the Securities Act, from and against all losses, claims, damages
     or  liabilities,  joint  or  several, to which the Company or such officer,
     director,  underwriter  or  controlling person may become subject under the
     Securities  Act  or  otherwise,  insofar as such losses, claims, damages or
     liabilities  (or actions in respect thereof) arise out of or are based upon
     any  untrue  statement  or  alleged  untrue settlement of any material fact
     contained  in the registration statement under which such Warrant Stock was
     registered  under  the  Securities  Act  pursuant  to  this  Section 9, any


                                                                              11
<PAGE>
     preliminary  prospectus  or  final  prospectus  contained  therein,  or any
     amendment  or  supplement  thereof,  or  arise out of or are based upon the
     omission  or  alleged omission to state therein a material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading, and will reimburse the Company and each such officer, director,
     underwriter  and  controlling  person  for  any  legal  or  other  expenses
     reasonably  incurred  by them in connection with investigating or defending
     any  such loss, claim, damage, liability or action, provided; however, that
                                                         --------  -------
     the  Holder  will  be  liable hereunder in any such case if and only to the
     extent  that  any such loss, claim, damage or liability arises out of or is
     based  upon  an untrue statement or alleged untrue statement or omission or
     alleged  omission  made in reliance upon and in conformity with information
     pertaining  to such Holder, as such, furnished in writing to the Company by
     such  Holder  specifically  for  use  in  such  registration  statement  or
     prospectus,  and  provided,  further,  however,  that  the liability of the
     Holder  hereunder  shall  be  limited  to  the proportion of any such loss,
     claim,  damage,  liability or expense which is equal to the proportion that
     the  public  offering  price  of the Warrant Stock sold by the Holder under
     such registration statement bears in the total public offering price of all
     securities  sold  thereunder,  but  not in any event to exceed the proceeds
     received  by  the  Holder  from  the  sale of Warrant Stock covered by such
     registration  statement.

          (c)     Promptly  after  receipt  by an indemnified party hereunder of
     notice  of the commencement of any action, such indemnified party shall, if
     a  claim  in  respect  thereof is to be made against the indemnifying party
     hereunder,  notify  the  indemnifying  party  in  writing  thereof, but the
     omission  so to notify the indemnifying party shall not relieve it from any
     liability which it may have to such indemnified party other than under this
     Section  9.4(c)  and  shall only relieve it from any liability which it may
     have  to  such  indemnified  partly under this Section 9.4(c) if and to the
     extent  the  indemnifying party is prejudiced by such omission. In case any
     such  action  shall  be  brought against any indemnified party and it shall
     notify the indemnifying patty of the commencement thereof, the indemnifying
     party shall be entitled to participate in and, to the extent it shall wish,
     to  assume  and  undertake  the  defense  thereof  with  counsel reasonably
     satisfactory  to  such  indemnified  party,  and,  after  notice  from  the
     indemnifying  party  to such indemnified party of its election so to assume
     and  undertake  the  defense  thereof,  the indemnifying party shall not be
     liable  to  such  indemnified party under this Section 9.4(c) for any legal
     expenses subsequently incurred by such indemnified party in connection with
     the  defense  thereof  other  than reasonable costs of investigation and of
     liaison  with  counsel  so  selected;  provided,  however,  that,  if  the
                                            --------   -------
     defendants  in  any  such action include both the indemnified party and the
     indemnifying  party  and  the  indemnified  party  shall  have  reasonably
     concluded  that  there may be reasonable defenses available to it which are
     different  from  or additional to those available to the indemnifying party
     or  if  the  interests of the indemnified party reasonably may be deemed to
     conflict  with  the  interests  of  the  indemnifying  party  or  if  the
     indemnifying party shall not have assumed or undertaken the defense of such
     action  with counsel reasonably satisfactory to such indemnified party, the
     indemnified  party  shall  have  the  right  to  select  one  separate


                                                                              12
<PAGE>
     counsel  and  to assume such legal defenses and otherwise to participate in
     the defense of such action, with the expenses and fees of one such separate
     counsel  and other expenses, related to such participation to be reimbursed
     by  the  Indemnifying  parry  as  incurred.

          (d)     In  order  to  provide  for just and equitable contribution to
     joint  liability  under  the Securities Act in any case in which either (i)
     the  Holder,  or  any  controlling  person of the Holder, makes a claim for
     indemnification  pursuant  to  this  Section  9.4  but  it  is  judicially
     determined  (by  the  entry  of  a  final  judgment or decree by a court of
     competent  jurisdiction  and the expiration of time to appeal or the denial
     of  the last right of appeal) that such indemnification may not be enforced
     in  such  case  notwithstanding the fact that this Section 9.4 provides for
     indemnification  in  such  cases, or (ii) contribution under the Securities
     Act  may be required on the part of the Holder or controlling person of the
     Holder  in  circumstances  for which indemnification is provided under this
     Section  9.4;  then, and in each such case, the Company and the Holder will
     contribute to the aggregate losses, claims, damages or liabilities to which
     they  may be Subject (after contribution from others) in such proportion so
     that  the  Holder  is  responsible  for  the  portion  represented  by  the
     percentage  that the public offering price of its securities offered by the
     registration statement bears to the public offering price of all securities
     offered  by such registration statement, and the Company is responsible for
     the  remaining  portion; provided, however, that, in any such case, (A) the
     Holder  will  not  be  required  to  contribute any amount in excess of the
     proceeds  received  by  such  Holder  from  the sale of all such securities
     offered by it pursuant to such registration statement; and (B) no person or
     entity  guilty  of  fraudulent  misrepresentation  (within  the  meaning of
     Section  11(f) of the Securities Act) will be entitled to contribution from
     any  person  or  entity  who  was  not  guilty  of  such  fraudulent
     misrepresentation.

     10.     REPLACEMENT  OF  WARRANT.  On  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 of this
Warrant,  on  delivery  of  an  indemnity  agreement  or  security  reasonably
satisfactory  in  form  and  amount  to  the Company or, in the case of any such
mutilation,  on  surrender  and cancellation of this Warrant, the Company at its
expense  will  execute and deliver, in lieu thereof a new Warrant of like tenor.

     11.     WARRANT  AGENT.  The  Company may, by written notice to each Holder
             --------------
of  the  Warrant,  appoint an agent for the purpose of issuing Warrant Stock (or
Other  Securities)  upon  exercise  of  this  Warrant  pursuant  to  Section  1,
exchanging  this  Warrant  pursuant  to  Section  8,  and replacing this Warrant
pursuant  to  Section  10,  or  any  of  the  foregoing, and thereafter any such
issuance,  exchange  or  replacement,  as the case may be, shall be made at such
office  by  such  agent.

     12.     TRANSFER ON THE COMPANY'S BOOKS.  Until this Warrant is transferred
             -------------------------------
on  the books of the Company, the Company may treat the registered Holder hereof
as  the  absolute  owner hereof for all purposes, notwithstanding  any notice to
the  contrary.

     13.     NOTICES,  ETC.  All  notices  and  other  communications  from  the
             -------------


                                                                              13
<PAGE>
Company  to  the  Holder  shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in  writing  by  the  Holder  or,  until  the Holder furnishes to the Company an
address, then to, and at the address of, the last Holder of this Warrant who has
so  furnished  an address to the Company. Notices shall be deemed given 48 hours
after  mailing.

     14.     MISCELLANEOUS.  This  Warrant  and  any term hereof may he changed,
             -------------
waived, discharged or terminated, only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This Warrant shall be construed and enforced in accordance with and
governed by the laws of Nevada. The headings in this Warrant are for purposes of
reference  only,  and  shall not limit or otherwise affect any the terms hereof.
The  invalidity  or  unenforceability  of  any  provision hereof shall in no way
affect  the  validity  or  enforceability  of  any  other  provision.

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


                                 A1 INTERNET.COM, INC.


                                 By:  /s/  Karla J. Arnot
                                      ---------------------------
                                 Name: Karla J. Arnot
                                 Title: VP Admin - Ast Corp. Sec.


                                                                              14
<PAGE>
                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------


                  THIS WARRANT REPRESENTS THE RIGHT TO PURCHASE
                 UP TO 3,000,0000 SHARES OF THE COMMON STOCK OF

                              A1 INTERNET.COM INC.


FOR  VALUE  RECEIVED, A1 INTERNET.COM INC., a Nevada corporation, (the company),
promises  to  sell and deliver to Bruce Bertman, 3,000,0000 shares of the Common
Stock,  of  par  value  $ 0.001,  of the Company, shares upon the payment by the
Holder to the  Company of the Exercise Price as set out below, in U.S. Funds and
which  will  be  accepted  subject to collection. This Warrant is issued on this
15th  day  of  October  2001.

The Exercise Price is as follows:

           $ .03 per share

                          TRANSFER RESTRICTION NOTICE.

This  Warrant,  and the securities issuable upon its exercise (in whole or part)
have not been registered under the Securities Act of 1933, as amended (the Act),
nor  the  securities  laws  of  any  other  jurisdiction,  and  may not be sold,
transferred  or  otherwise  disposed  of  unless:

i)  an appropriate S.R.C. Registration Statement covering the Warrants and their
underlying  securities  is  in  effect;  or

ii) Company counsel is satisfied that such registration is not then required and
that  this  Warrant  and  the  underlying securities may be sold, transferred or
otherwise  disposed of in the manner contemplated without registration under the
Act.

Holder Of Record
----------------

Bruce Bertman
19200 Autumn Maple Lane
Gaithersburg, MD 20879
SS# ###-##-####

1. WARRANT EXERCISE
   ----------------

The Holder shall be entitled to purchase up to 3,000,000 shares the Common Stock
of the Issuer, at any time from the date of this agreement, until the Expiration
Date.

To  exercise  this Warrant, in whole or in part, the Holder shall tender payment
in U.S. funds, to the Company of the Exercise Price per share, multiplied by the
number  of  shares  bring purchased, with a properly completed Form Of Exercise,
together  with  this  Original  Warrant  Agreement.

If exercise is for loss than the aforesaid shares, the Company shall issue a new
Warrant  to the Holder, covering the unexercised shares, upon the same terms and
conditions  hereof.

2.     DEMAND REGISTRATION.
       -------------------

At  any  time  prior  to  the  Expiration Date, the holders of a majority of the
aggregate  securities  issuable  upon the exercise of this Warrant and all other
such  Warrants  which  have  been  issued  by  the  Company  as part of the same
transaction for which this Warrant has been issued, may by written notice to the
Company,  request  that  the Company cause a registration statement covering the
Warrant(s)  and  the underlying shares be filed with the Securities And Exchange
Commission, (S.E.C.) as expeditiously as possible after such notice. The Company
shall  use  its  best  efforts  to  cause such filing, and shall bear all of the
reasonable  cost  and  expenses  to  file  such  registration statement with the
S.E.C,  and  all  applicable  BLUE Sky  filings.

The  Company  shall  not  be obligated to file a registration statement with the
S.E.C.  at  a time when it would require a special financial audit he undertaken
to furnish the appropriate financial statements for such registration statement.

In lieu of a registration statement with the S.E.C., upon the Holders demand for
registration,  the  Company may at its option, repurchase the remaining warrants
from  the  Holders.  In  such  case, the purchase price shall be that price. Per
share,  which  is  equal  to  the  average  closing  bid  price  for the 30 days
immediately preceding the demand for registration, minus the Exercise Price. The
Holder  has  no  right to request that the Company take this course of action in


                                                                              15
<PAGE>
lieu  of  registration. This repurchase is strictly optional and the Company may
only  consider  this course of action if its working capital requirements allows
for the expenditure of the funds necessary to accomplish this repurchase option.

The Holder shall cooperate fully with the Company by providing all necessary and
relevant  information  required  to  effectuate  a  registration  statement.

3.  PIGGYBACK REGISTRATION
    ----------------------

At  any  time  prior  to  the  Expiration  Date,  should  the Company file a new
registration statement under the Act covering any securities to be issued by the
Company,  (other  than  a registration statement on Form S-8 or S-20 or any Form
which  does  not include substantially the same information as would he required
for  the  general  registration  of  securities)  the  Company shall give prompt
written notice to the Holder, offering to include in such registration statement
any  of  the Warrants and underlying shares hereof The Company shall bear all of
the  reasonable  cost of such filings. The Holder must notify the Company within
twenty  days  of  receipt  of  the  aforesaid  notice  of  his/her  intention to
participate  in  this  registration.

The  Holder  shall  cooperate  fully with the Company in the preparation of such
registration  statement by furnishing information required for such filings. All
piggyback  registration  rights  terminate  on  the  Expiration  Date.

4.  STOCKHOLDER RIGHTS
    ------------------

By  virtue  of  this  Warrant, the Holder hereof is not entitled to any legal or
equitable  rights, including  voting  rights,  as a shareholder in the Company.

5.  ANTI-DILUTION PROVISIONS
    ------------------------

The number of shares underlying this Warrant may he proportionately increased in
the event that the Company causes to be more shares as a stock dividend or other
such  reclassification,  or  conversely,  proportionately decreased if a reverse
split or  other such reclassification is declared. In the event that the Company
grants shareholders the right to purchase additional shares from the proceeds of
a  cash  dividend, such event shall be treated as a stock dividend as relates to
the  Holder's  Anti-dilutive  rights.

6.  SUCCESSOR CORPORATION
    ---------------------

All rights granted to the Holder hereof shall survive any merger, consolidation,
or  other  business  combination of the Company with another (successor) entity.
The  Holder  shall  have  the  same  anti-dilutive  rights  in such case, in the
securities  of  the  new  entity.

7.     EXERCISE PRICE ADJUSTMENTS
       --------------------------

Upon the occurrence of each event requiring an adjustment in the Exercise Price,
or  the  number  of  underlying  shares,  the  Company shall give prompt written
notice,  setting forth  the computation  used to arrive at the adjusted price or
number  of  underlying  shares.  The  Company's  Chief  Financial Officer or the


                                                                              16
<PAGE>
Company's  accountants  shall  make the computations. Such computations shall be
conclusive  and binding upon the Holder unless written objection is given to the
Company,  within  fourteen  days  from the date of the Company's initial notice.

8.  DISSOLUTION OR LIQUIDATION OF THE COMPANY
    -----------------------------------------

In  the  event  that  the  Company  is  dissolved,  or  otherwise  liquidates  a
substantial  portion  (i.e. 60% or more) of its assets with the intent to make a
distribution  to  shareholders of the proceeds there from (including the sale of
assets  of a wholly-owned subsidiary) the Holder shall be entitled, after proper
exercise  of  the  Warrants,  in  Whole  or  in  part,  to  participate  in  the
distribution  on  the  same  terms  and  conditions  as  are  all  of  the other
shareholders.

In  such  event,  the  Company  shall give 30 days written notice to the Holder.
Failure  of the Holder to exercise within 30 days from the date of the Company's
notice shall cause all such rights in the Warrants to terminate. The Company may
finalize  the  intended  transaction  but  it  may  not  make  any  shareholder
distribution  during  the  30-day  notice  period.

9.  NON-ADJUSTMENT EVENTS
    ---------------------

It  is  acknowledged  and  agreed  that no price or quantity adjustment shall be
required  in  the  event  that the Company issues shares of its common stock: a)
upon the  exercise of Warrants or options granted previously to the date hereof:
b)  pursuant  to  any  stock option plan or employee benefit plan: or c) for any
purpose  in  connection  with  debt  or  equity  offerings.

10.     AVAILABLE SHARES
        ----------------

The  Company  agrees  to  reserve  and keep available out of its authorized, and
issued  capital  shares,  sufficient  shares to cover the exercise of all of the
shares  covered  by  this  Warrant Agreement.  Further, that upon issuance, such
shares  shall  be  validly  issued,  fully  paid  and  non-assessable.

11.     MISCELLANEOUS
        -------------

     a)  LOSS  OF  WARRANT.  In  the  event  of  the loss, theft, destruction or
         -----------------
mutilation  of  this  Warrant Agreement, the Company shall execute and deliver a
new  Warrant  in  exchange  for  and upon the surrender and cancellation of such
mutilated  or  defaced  Warrant.

          If  the  Warrant Agreement was lost or stolen, the Company may, at its
          Option,  as a condition to the execution and delivery of a new Warrant
          Agreement,  require  that the Holder produce satisfactory indemnity to
          the  Company.  The  Holder  may  be  required to post a surety bond to
          protect  the  Company  from  conflicting  claims.

     a)   RECORD  OWNER.  At  the time this Warrant is surrendered for exercise,
          -------------

                                                                              17
<PAGE>
          together  with  the  completed  Form  of  Exercise  and  the  monetary
          consideration required, the person so exercising shall be deemed to be
          the Holder of record, notwithstanding that the stock transfer books of
          the  Company  shall  then be closed, or that certificates representing
          such  securities  shall  be  actually  delivered  to  such  person.

     b)   FRACTIONAL  SHARES.  No fractional  shares  shall  be issued under any
          ------------------
          circumstances.  The  Holder  may  elect  to  remit additional funds to
          obtain  the  next  full share, or the Company may reimburse the Holder
          for  such  fractional amount. In no event shall the Company issue more
          shares  than  were  duly registered in accordance with the federal and
          state  securities  laws,  or to which an exemption there from applies.

     c)   NOTICES. All notices required hereunder shall be in writing, delivered
          -------
          by certified, registered or express mail, return receipt requested, to
          the address of record, of the party being noticed. All time periods to
          be determined under notice shall be so counted from the actual date of
          mailing.

     e)   BEST  EFFORTS.  In  the  event  that a registration is undertaken, the
          -------------
          Company agrees to use its best efforts to assure that the Warrants and
          the  underlying  shares  are  included  therein  on  a  timely  basis.

     f)   STOCK  ISSUANCE  TAXES. The Company shall bear full responsibility for
          ----------------------
          payment  of  any  federal  or state stock issuance taxes, which may be
          required.

     g)   TRANSFER  RESTRICTIONS.  This  Warrant,  and  its underlying shares of
          ----------------------
          common stock have not been registered under the Act. Accordingly, this
          Warrant  Agreement,  including  replacements, shall bear the following
          legend  upon  its  face:

                          TRANSFER RESTRICTION NOTICE.

This  Warrant,  and  the  securities  issuable upon its exercise (in whole or in
part) have not been registered under the Securities Act of 1933, as amended (the
Act),  nor  the  securities laws of any other jurisdiction, and may not be sold,
transferred  or  otherwise  disposed  of  unless:

     i)     an appropriate  S.E.C.  Registration Statement covering the Warrants
and underlying securities is in effect; or

     ii)     Company  counsel  is  satisfied  that such registration is not than
required  and  that  this  Warrant  and  the  underlying securities may be sold,
transferred  or  otherwise  disposed  of  in  the  manner  contemplated  without
registration  under  the  Act.

     A  duly  executed  and  completed  Form  Of  Assignment  must accompany all
Warrants  presented  for  transfer.  Prior  to  the  effectiveness of any future
registration  statement  covering this Warrant Agreement, the Company may accept
or  reject such transfer attempt, based upon its counsel's opinion as to whether
or not such an event may take place in the absence of an effective registration.


                                                                              18
<PAGE>
In  case  of  rejection,  the  Company  shall  not  have any legal obligation to
effectuate  such  transfer.

a) ENTIRE BINDING AGREEMENT.  This  agreement  represents  the  entire agreement
   ------------------------
     between  the  two  parties.  No  change,  alteration, or other modification
     hereof  may be made except by a further written agreement, duly executed by
     the parties hereto. No oral agreement or understanding, express or implied,
     shall  invalidate,  empower or affect this written Agreement. By acceptance
     of  this  Warrant  Agreement,  the  Holder agrees to be bound by all of its
     terms  and  conditions.

i) INTERPRETIVE LAW.  This  Warrant Agreement shall be governed by and construed
   ----------------
     in  accordance  with  the  laws  of  the State of Nevada. In the event of a
     controversy  arising  herefrom,  it  is  agreed  and  consented  to  that
     jurisdiction  and  venue  of  the  courts  of  the  State  of  Nevada.

j) EXPIRATION DATE.  This  Warrant  expires  at 5.00 P.M. (Eastern Time) 5 years
   ---------------
     from  the  date  of  grant  indicated  above.  In the event that the Holder
     demands  registration (paragraph 2 above) of the Warrant and the underlying
     shares,  this Warrant Agreement shall not terminate until the expiration of
     six  (6)  months  from the effective date of such registration, or upon the
     exercise  hereof, which ever occurs first. The purpose of this provision is
     to assure that the Holder does not suffer the loss of the right to exercise
     hereunder  from  a  delay  in  the effectiveness of a registration, for any
     reason.


                                                                              19
<PAGE>
     IN  WITNESS  WHEREOF,  THE  Company,  by  its  duly  authorized officer has
executed  this  Warrant  on  the  15th  day  of  October  2001.

By:  /s/  Karla J. Arnot
    --------------------------------
Name:  Karla J. Arnot
     -------------------------------
Title: VP ADMIN & AST CORP SEC
      ------------------------------
Date: 10/15/01
     -------------------------------


                                                                              20
<PAGE>
                                                                       EXHIBIT A


                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)



TO: A1 INTERNET.COM, INC.

The  undersigned, the Holder of the within Warrant, hereby irrevocably elects to
exercise  this  Warrant  for, and to purchase thereunder, ____________ shares of
Warrant  Stock of A1 INTERNET.COM, INC. and herewith makes payment of $_________
therefore  by  [delivery  of  a  check  in  such  amount] [hereby instructing A1
INTERNET.COM,  INC.  to  deduct  from the enclosed Warrant a number of shares of
Warrant  Stock  having an aggregate Fair Market Value equal to $______ as of the
date hereof, which amount represents the Purchase Price for the shares for which
the  within  Warrant  is  hereby  exercised, and which is equal to ___ shares of
Warrant  Stock], and requests that the certificates for such shares be issued in
the  name  of, and delivered to _______________________________ whose address is

_______________________________________________________________________________


Dated:


                              /s/  Bruce Bertman
                              -----------------------------------------
                              (Signature must conform to name of Holder as
                              specified on the face of the Warrant)


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


                                                                              21
<PAGE>
                                                                       Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

          For  value  received,  the  undersigned  hereby  sells,  assigns,  and
transfers  unto  the  person(s)  named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares  of  Warrant  Stock  of A1 Internet.com, Inc. to which the within Warrant
relates  specified  under  the  headings  "Percentage  Transferred"  and "Number
Transferred,"  respectively, opposite the name(s) of such person(s) and appoints
each  such  person  Attorney to transfer its respective right on the books of A1
Internet.com,  Inc.  with  full  power  of  substitution  in  the  premises.

     Transferees          Percentage  Transferred              Number
     -----------          -----------------------            Transferred
                                                             -----------

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

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

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

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


Dated                   ,  200
     ------------------       ---------



/s/  Bruce Bertman
-----------------------------------------
(Signature must conform to name of Holder
As specified on the face of the Warrant)

Signed  in  the  presence  of:


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

ACCEPTED AND AGREED:

[TRASNFEREE]

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


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


                                                                              22
<PAGE>