REFERRAL HOLDINGS CORPORATION
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Warrant Number: Sample                             Number of Warrants: Sample


           CERTIFICATE FOR REDEEMABLE COMMON STOCK PURCHASE WARRANTS


This Warrant Certificate certifies that:             Specimen
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or registered assigns (the "Warrant Holder"), is the registered owner of the
above-indicated number of Warrants EXPIRING ON THE SECOND ANNIVERSARY OF THE
DATE HEREOF (the "expiration date"). Each one (1) Warrant entitles the Warrant
Holder to purchase one (1) share of its common stock, $.001 par value ("Share")
from Referral Holding Corporation, a Nevada corporation (the "Company"), at a
purchase price of $1.50 per share of Common Stock (the "Exercise Price") at any
time commencing on the effective date of this Warrant Certificate and
terminating on the Expiration date (the "Exercise Period"), upon surrender of
this Warrant Certificate together with an exercise form duly completed and
executed and with payment of the Exercise Price at the office of the Company
stated herein, subject to the conditions set forth herein and in a Warrant
Agreement between the Company and the Warrant Agent, if any.

The Exercise Price, the number of shares purchasable upon exercise of each
Warrant, the number of Warrants outstanding and the Expiration Date are subject
to adjustments upon the occurrence of certain events. The Warrant Holder may
exercise all or any number of Warrants. Reference is made hereby to the
provision of the Warrant Agreement, if any, all of which are incorporated by
reference in and made a part of this Warrant Certificate.

Upon due presentation for transfer of this Warrant Certificate at the Company's
office, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants, subject to any adjustment
made in accordance with the provisions of the Warrant Agreement, if any, shall
be issued to the transferee in exchange for this Warrant Certificate, subject to
the limitations provided in the Warrant Agreement, if any, upon payment of the
Warrant Agent's fee, if any, which shall not exceed $20,00 per Warrant
Certificate plus any tax or governmental charge imposed in connection with such
transfer.

The Warrant Holder of the Warrants evidenced by this Warrant Certificate may
exercise all or any whole number of such Warrants during the period and in the
manner stated hereon. The Exercise Price shall be payable in lawful money of the
United States of America and in cash or by certified or bank cashier's check or
bank draft payable to the order of the Company. If upon exercise of any Warrants
evidenced by this Warrant Certificate the number of Warrants exercised shall be
less than the total number of Warrants so evidence, there shall be issued to the
Warrant Holder a new Warrant Certificate evidencing the number of Warrants not
so exercised. No fractional shares may be purchased hereunder.

The issuance of this Warrant is subject to the following conditions:

         1. Reclassification, etc.: if at any time, or from time to time prior
to the Expiration Date, the Company, by subdivision, consolidation, or stock
splits, or reclassification of shares, or otherwise, changes as a whole the
outstanding Common Stock into a different number of or class of shares or both,
the number and class of shares so changes shall, for the purposes of this
Warrant and the terms and conditions hereof, replace the shares outstanding
immediately prior to the date upon which such change shall become effective, and
shall be proportionately adjusted. Irrespective of any adjustment or change in
the Warrant purchase price or the number of shares of Common Stock actually
purchasable under this or any other Stock Purchase Warrant of like tenor, the
Warrants theretofore and thereafter issued may continue to express the Warrant
purchase price per share and the number of shares purchasable thereunder as the
Warrant purchase price per share and the number of shares purchasable were
expressed upon the Stock Purchase Warrants initially issued.

         2. Consolidation or Merger: If at any time prior to the Expiration
Date, the Company shall consolidate with or merge into another corporation the
Holder hereof shall thereafter be entitled upon exercise hereof to purchase,
with respect to each share of common Stock purchasable hereunder immediately
prior to the date upon which such consolidation or merger shall become
effective, the securities or property to which a holder of shares of common
Stock would be entitled upon such consolidation or merger, without any change
in, or payment in addition to the Warrant exercise price in effect immediately
prior to such merger or consolidation, and the company shall take such steps in
connection with such consolidation or merger as may be necessary to assure that
all of the provisions of this Warrant shall thereafter be applicable, as nearly
as reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of this Warrant. The Company shall not effect any
such consolidation or a merger unless prior to consummation thereof the
successor corporation (if other than the Company) resulting therefrom shall
assume by written agreement executed and mailed to the registered holder hereof
at the address of such holder shown on the books and records of the company, the
obligations to deliver to such holder any securities or property as in
accordance with the foregoing provisions such holder shall be entitled to
purchase. A sale of all or substantially all of the assets of the company for a
consideration (apart from the assumption of obligations) consisting primarily of
securities shall be deemed a consolidation or merger for the foregoing purposes.

         3. Notice of Adjustment: Upon the happening of any event requiring an
adjustment of the Warrant purchase price hereunder, the Company shall forthwith
give written notice thereof to the registered holder of this Warrant, stating
the adjust Warrant purchase price and the adjusted number of shares of Common
Stock purchasable upon the exercise hereof resulting from such event and setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. The Board of Directors of the company shall determine
the computation made hereunder. In the event that any voluntary or involuntary
dissolution, liquidation, or winding up of the company shall at any time be
proposed, the company shall give at least twenty (20) days prior written notice
thereof to the registered holder stating the date as of which such event it to
take place and the date (which shall be at least twenty (20) days after giving
of such notice) as of which the holders of shares of common stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such dissolution, liquidation, or winding up (on which
date in the event of such dissolution, liquidation, or winding up shall actually
take place, this Warrant and rights with respect hereto shall terminate). The
notices pursuant to this paragraph shall be given first class mail, postage
pre-paid, addressed to the registered holder of this Warrant at the address of
such Holder appearing in the records of the company.

         4. Redemption by the Company: Upon approval of any such redemption by
the Company's Board of Directors, the Company may, at its sole option, at any
time redeem the Warrants evidence by this Certificate at a price of $.05 per
Warrant, on not less than thirty (30) days prior written notice to the Warrant
Holders. Warrants may be exercised until 5:00 p.m. on the day prior to the date
fixed for redemption by the Company (the "Redemption Date") which date shall be
clearly stated in the Company's notice of redemption.

No Warrant may be exercised after 5:00 p.m. Eastern Time on the Expiration Date
and any Warrant not exercised by such time shall expire and become void, unless
theretofore extended by the Company.

Except as otherwise provided herein, the Warrant evidence by this Certificate
does not confer upon the Warrant Holder any right to vote or to consent to or
receive notice as a shareholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a shareholder, prior
to the exercise hereof.

No notice or any communication hereunder shall be effective unless it is writing
and sent by first class mail, postage prepaid to the Company at
____________________ or such other address which the Company has designated in
writing addressed to the Warrant Holder.


IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be signed
by its President and Secretary on this _______ day of ______, 2001.


                                        REFERRAL HOLDINGS CORPORATION

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                                        President

ATTEST:

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Secretary