Exhibit 4.12


               The security  represented by this  certificate  has
               not been  registered  under the  Securities  Act of
               1933,  as  amended  (the  "Act"),  and  may  not be
               transferred,  sold or pledged without  registration
               under the Act,  unless  otherwise  exempt from such
               registration requirements.

                                    L90, INC.

                             STOCK PURCHASE WARRANT
                             ----------------------



Date of Issuance: July 24, 2000                            Certificate No. W-WM2




            FOR  VALUE  RECEIVED,   L90,  INC.,  a  Delaware   corporation  (the
"Company"),   hereby  grants  to  DAVID  HOU  or  his  registered  assigns  (the
"Registered  Holder") the right to purchase  from the Company  48,501  shares of
Common Stock,  at a price per share of $1.9792 (as adjusted from time to time in
accordance  herewith,  the "Exercise  Price").  Certain  capitalized  terms used
herein  are  defined in  Section 3 hereof.  The  amount  and kind of  securities
obtainable  pursuant to the rights granted  hereunder and the purchase price for
such securities are subject to adjustment  pursuant to the provisions  contained
in this Warrant.

            This Warrant is subject to the following provisions:

            Section 1. Exercise of Warrant.

            1A. Exercise Period. The Registered Holder may exercise, in whole or
in part (but not as to a fractional share of Common Stock),  the purchase rights
represented  by this Warrant at any time and from time to time after the Date of
Issuance to and including December 31, 2002 (the "Exercise Period").

            1B. Exercise Procedure.

            (i) This  Warrant  shall be deemed to have been  exercised  when the
Company has received all of the following items (the "Exercise Time"):

                (a) a completed Exercise Agreement, as described in paragraph 1C
below,  executed by the Person  exercising  all or part of the  purchase  rights
represented by this Warrant (the "Purchaser");

                (b) this Warrant;


<PAGE>


                (c) if  this  Warrant  is not  registered  in  the  name  of the
Purchaser,  an  Assignment  or  Assignments  in the form set forth in Exhibit II
hereto evidencing the assignment of this Warrant to the Purchaser, in which case
the  Registered  Holder shall have  complied  with the  provisions  set forth in
Section 7 hereof; and

                (d) either (1) a check payable to the Company in an amount equal
to the  product  of the  Exercise  Price  multiplied  by the number of shares of
Common Stock being purchased upon such exercise (the "Aggregate Exercise Price")
or (2) a written  notice to the Company  that the  Purchaser is  exercising  the
Warrant (or a portion  thereof),  without the exchange of funds,  by authorizing
the  Company  to  withhold  from  issuance  a number of  shares of Common  Stock
issuable upon such  exercise of the Warrant which when  multiplied by the Market
Price of the Common  Stock is equal to the  Aggregate  Exercise  Price (and such
withheld  shares  shall no longer be issuable  under this  Warrant) (a "Cashless
Exercise").

            (ii) Certificates for shares of Common Stock issued upon exercise of
this  Warrant  shall be delivered  by the Company to the  Purchaser  within five
business  days after the date of the  Exercise  Time.  Unless  this  Warrant has
expired or all of the exercise  rights  represented  hereby have been exercised,
the  Company  shall  prepare  a new  Warrant,  substantially  identical  hereto,
representing  the rights  formerly  represented  by this Warrant  which have not
expired or been exercised and shall,  within such five-day period,  deliver such
new Warrant to the Person designated for delivery in the Exercise Agreement.

            (iii) The Common  Stock  issuable  upon the exercise of this Warrant
shall be deemed to have been issued to the Purchaser at the Exercise  Time,  and
the Purchaser  shall be deemed for all purposes to have become the record holder
of such Common Stock at the Exercise Time.

            (iv) The  issuance of  certificates  for shares of Common Stock upon
exercise of this Warrant shall be made without charge to the  Registered  Holder
or the Purchaser for any issuance tax in respect  thereof or other cost incurred
by the Company in  connection  with such  exercise  and the related  issuance of
shares of Common  Stock.  Each share of Common Stock  issuable  upon exercise of
this Warrant shall,  upon payment of the Exercise Price therefor,  be fully paid
and  nonassessable  and free from all  liens and  charges  with  respect  to the
issuance thereof.

            (v) The Company  shall not close its books  against the  transfer of
this  Warrant  or of any  share of Common  Stock  issued  or  issuable  upon the
exercise of this Warrant in any manner which interferes with the timely exercise
of this Warrant.

            (vi) The Company shall at all times  reserve and keep  available out
of its authorized but unissued  shares of Common Stock solely for the purpose of
issuance upon the exercise of the Warrant, such number of shares of Common Stock
issuable upon the exercise of the Warrant.  All shares of Common Stock which are
so issuable  shall,


                                      -2-
<PAGE>


when issued,  be duly and validly issued,  fully paid and nonassessable and free
from all  taxes,  liens and  charges  except  those  incurred  or imposed by the
Registered  Holder. The Company shall take all such actions as may be reasonably
necessary  to  assure  that all such  shares  of  Common  Stock may be so issued
without  violation  of any  applicable  law or  governmental  regulation  or any
requirements  of any domestic  securities  exchange  upon which shares of Common
Stock may be listed  (except  for  official  notice of  issuance  which shall be
immediately delivered by the Company upon each such issuance). The Company shall
from time to time take all such  action as may be  necessary  to assure that the
par value of the unissued Common Stock  acquirable upon exercise of this Warrant
is at all times equal to or less than the Exercise Price.  The Company shall not
take any action which would cause the number of authorized  but unissued  shares
of  Common  Stock to be less  than the  number  of such  shares  required  to be
reserved hereunder for issuance upon exercise of the Warrants.

            1C.  Exercise  Agreement.  Upon any  exercise of this  Warrant,  the
Exercise  Agreement  shall be  substantially  in the form set forth in Exhibit I
hereto,  except  that if the shares of Common  Stock are not to be issued in the
name of the  Person in whose  name this  Warrant  is  registered,  the  Exercise
Agreement shall also state the name of the Person to whom the  certificates  for
the  shares of Common  Stock are to be  issued,  and if the  number of shares of
Common  Stock to be issued  does not  include  all the  shares  of Common  Stock
purchasable hereunder,  it shall also state the name of the Person to whom a new
Warrant for the unexercised  portion of the rights hereunder is to be delivered.
Such Exercise Agreement shall be dated the actual date of execution thereof.

            1D. Fractional  Shares. If a fractional share of Common Stock would,
but for the  provisions of paragraph 1A, be issuable upon exercise of the rights
represented by this Warrant,  the Company shall, within five business days after
the date of the Exercise  Time,  deliver to the Purchaser a check payable to the
Purchaser in lieu of such fractional  share in an amount equal to the difference
between the Market Price of such fractional share as of the date of the Exercise
Time and the Exercise Price of such fractional share.

            Section 2. Dilution Protection.

            2A.  Record  Date.  If the Company  takes a record of the holders of
Common  Stock for the  purpose of  entitling  them (i) to receive a dividend  or
other distribution payable in Common Stock, options or in convertible securities
or (ii) to  subscribe  for or  purchase  Common  Stock,  options or  convertible
securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

            2B.  Subdivision or Combination of Common Stock. In case the Company
shall  at any  time or  from  time to time  (i) pay any  dividend,  or make  any


                                      -3-
<PAGE>


distribution  on  the  outstanding  shares  of  Common  Stock  or  Common  Stock
Equivalents  in  shares  of  Common  Stock or  Common  Stock  Equivalents,  (ii)
subdivide the outstanding  shares of Common Stock, (iii) combine the outstanding
shares  of  Common  Stock  into a  smaller  number  of  shares,  (iv)  issue  by
reclassification  of the shares of Common  Stock any shares of capital  stock of
the Company,  or (v)  undertake  any action or event  similar to those listed in
clauses (i) through (iv) above,  then and in each such case,  the Exercise Price
and the number of Warrant  Shares in effect  immediately  prior to such event or
the record date  therefor,  whichever is earlier,  shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the number and type of shares of
Common Stock or other consideration which such Warrantholder would have owned or
have been entitled to receive after the happening of any of the events described
above,  had such Warrant been converted into Common Stock  immediately  prior to
the happening of such event or the record date therefor, whichever is earlier.

            2C. Reorganization, Reclassification, Consolidation, Merger or Sale.
Any recapitalization,  reorganization, reclassification,  consolidation, merger,
sale of all or substantially  all of the Company's assets or other  transaction,
in each case which is effected  in such a way that the  holders of Common  Stock
are entitled to receive (either directly or upon subsequent  liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as "Organic  Change." Prior to the consummation of any Organic Change,
the Company shall make appropriate  provision (in form and substance  reasonably
satisfactory to the Registered Holders of the Warrant representing a majority of
the  Common  Stock   obtainable  upon  exercise  of  all  of  the  Warrant  then
outstanding) to insure that each of the Registered  Holders of the Warrant shall
thereafter have the right to acquire and receive,  in lieu of or addition to (as
the case may be) the shares of Common Stock immediately  theretofore  acquirable
and receivable upon the exercise of such holder's Warrant, such shares of stock,
securities  or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately  theretofore acquirable and
receivable  upon exercise of such holder's  Warrant had such Organic  Change not
taken place. In any such case, the Company shall make appropriate  provision (in
form and substance  reasonably  satisfactory  to the  Registered  Holders of the
Warrant  representing a majority of the Common Stock obtainable upon exercise of
all Warrant then outstanding) with respect to such holders' rights and interests
to insure that the  provisions  of this  Section 2 hereof  shall  thereafter  be
applicable  to the Warrant  (including,  in the case of any such  consolidation,
merger or sale in which the successor entity or purchasing  entity is other than
the  Company,  an immediate  adjustment  in the number of shares of Common Stock
acquirable  and  receivable  upon  exercise of the Warrant based on the relative
value of the  Common  Stock  and the  common  stock of the  successor  entity or
purchasing entity).

            2D. Notices.

            (i) The Company shall give written notice to the  Registered  Holder
at least 20 days  prior to the date on which  the  Company  closes  its books or
takes a record


                                      -4-
<PAGE>


(A) with respect to any dividend or distribution upon the Common Stock, (B) with
respect to any pro rata subscription offer to holders of Common Stock or (C) for
determining  rights to vote with respect to any Organic  Change,  dissolution or
liquidation.

            (ii) The Company shall give written notice to the Registered Holders
at least 20 days prior to the date on which any Organic  Change,  dissolution or
liquidation shall take place.

            (iii)  Whenever  the number of Warrant  Shares or Exercise  Price is
adjusted  as set forth in Section  2B, the  Company  shall  prepare  and deliver
forthwith to the  Warrantholder  a certificate  signed by an authorized  officer
setting  forth the  adjusted  number of  Warrant  Shares or  Exercise  Price (as
applicable),  setting  forth a  brief  statement  of the  facts  requiring  such
adjustment and setting forth the computation by which adjustment was made.

            Section 3. Definitions.  The following terms have meanings set forth
below:

            "Common Stock" means the Company's Common Stock, par value $.001 per
share,  and any capital stock of any class of the Company  hereafter  authorized
which is not  limited  to a fixed sum or  percentage  of par or stated  value in
respect to the rights of the holders  thereof to  participate in dividends or in
the  distribution of assets upon any  liquidation,  dissolution or winding up of
the Company;  provided that with respect to the shares of Common Stock  issuable
upon the exercise of this Warrant,  "Common  Stock" means the  Company's  Common
Stock, par value $.001 per share.

            "Market  Price"  means as to any security the average of the closing
prices of such security's sales on the principal domestic securities exchange on
which such  security may at the time be listed,  or, if there have been no sales
on any such exchange on any day, the average of the highest bid and lowest asked
prices on such exchanges at the end of such day, or, if on any day such security
is not so listed,  the average of the representative bid and asked prices quoted
in the NASDAQ System as of 4:00 P.M.,  New York time, on such day, or, if on any
day such security is not quoted in the NASDAQ System, the average of the highest
bid and lowest asked prices on such day in the domestic  over-the-counter market
as reported  by the  National  Quotation  Bureau,  Incorporated,  or any similar
successor  organization,  in each  such case  averaged  over a period of 21 days
consisting of the day as of which "Market Price" is being  determined and the 20
consecutive  business days prior to such day;  provided that if such security is
listed on any domestic  securities  exchange the term "business days" as used in
this sentence means business days on which such exchange is open for trading. If
at any time such security is not listed on any domestic  securities  exchange or
quoted in the NASDAQ System or the domestic over-the-counter market, the "Market
Price" shall be the fair value thereof determined jointly by the Company and the
Registered  Holders of the Warrant  representing  a majority of the Common Stock
purchasable upon exercise of all of the Warrant then outstanding;  provided that
if such  parties are unable to reach


                                      -5-
<PAGE>


agreement  within  a  reasonable  period  of  time,  such  fair  value  shall be
determined by an appraiser  jointly  selected by the Company and the  Registered
Holders of the Warrant  representing a majority of the Common Stock  purchasable
upon exercise of all of the Warrant then outstanding.  The determination of such
appraiser  shall be final and binding on the Company and the Registered  Holders
of the Warrant, and the fees and expenses of such appraiser shall be paid by the
Company.

            "Person" means an  individual,  a  partnership,  a joint venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

            Other  capitalized terms used in this Warrant but not defined herein
shall have the meanings set forth in the Purchase Agreement.

            Section 4. No Voting Rights;  Limitations of Liability. This Warrant
shall not entitle the holder  hereof to any voting  rights or other  rights as a
stockholder of the Company.  No provision  hereof, in the absence of affirmative
action by the  Registered  Holder to purchase  Common Stock,  and no enumeration
herein of the rights or privileges of the  Registered  Holder shall give rise to
any liability of such holder for the Exercise  Price of Common Stock  acquirable
by exercise hereof or as a stockholder of the Company.

            Section 5. Warrant Transferable.  Subject to the transfer conditions
referred to in the legend endorsed hereon, compliance with applicable securities
laws and  compliance  with any agreement  between the Company and the Registered
Holder,  this Warrant and all rights hereunder are transferable,  in whole or in
part,  without charge to the Registered  Holder,  upon surrender of this Warrant
with a properly  executed  Assignment  (in the form of Exhibit II hereto) at the
principal office of the Company.

            Section 6. Warrant  Exchangeable for Different  Denominations.  This
Warrant is exchangeable,  upon the surrender hereof by the Registered  Holder at
the principal office of the Company,  for new Warrant of like tenor representing
in the aggregate  the purchase  rights  hereunder,  and each of such new Warrant
shall  represent  such portion of such rights as is designated by the Registered
Holder at the time of such surrender. The date the Company initially issues this
Warrant  shall be deemed to be the "Date of Issuance"  hereof  regardless of the
number of times new  certificates  representing  the unexpired  and  unexercised
rights  formerly  represented  by this  Warrant  shall be  issued.  All  Warrant
representing  portions  of the rights  hereunder  are  referred to herein as the
"Warrant."

            Section  7.  Replacement.   Upon  receipt  of  evidence   reasonably
satisfactory  to the Company (an  affidavit  of the  Registered  Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the Company
(provided that if the holder is a financial


                                      -6-
<PAGE>


institution  or  other  institutional   investor  its  own  agreement  shall  be
satisfactory),  or, in the case of any such  mutilation  upon  surrender of such
certificate,  the Company shall (at its expense)  execute and deliver in lieu of
such  certificate a new  certificate of like kind  representing  the same rights
represented by such lost, stolen,  destroyed or mutilated  certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

            Section 8. Notices.  Except as otherwise  expressly provided herein,
all  notices  referred  to in this  Warrant  shall be in  writing  and  shall be
delivered  personally,  sent by reputable  overnight  courier  service  (charges
prepaid) or sent by  registered or certified  mail,  return  receipt  requested,
postage  prepaid and shall be deemed to have been given when so delivered,  sent
or three (3) days after being deposited in the U.S. Mail (i) to the Company,  at
its  principal  executive  offices  and (ii) to the  Registered  Holder  of this
Warrant,  at such  holder's  address as it appears in the records of the Company
(unless otherwise indicated by any such holder).

            Section  9.  Amendment  and  Waiver.  Except as  otherwise  provided
herein,  the  provisions  of the Warrant may be amended and the Company may take
any action herein  prohibited,  or omit to perform any act herein required to be
performed  by it, only if the Company has  obtained  the written  consent of the
Registered  Holders of Warrant  representing  a majority of the shares of Common
Stock obtainable upon exercise of the Warrant;  provided that no such action may
change  the  Exercise  Price of the  Warrant or the number of shares or class of
stock  obtainable  upon exercise of each Warrant  without the written consent of
the Registered Holders of Warrant representing at least a majority of the shares
of Common Stock obtainable upon exercise of the Warrant.

            Section 10.  Descriptive  Headings;  Governing Law. The  descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience  only and do not constitute a part of this Warrant.  The corporation
laws of the State of Delaware  shall govern all issues  concerning  the relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal law of the State of Delaware,  without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
Delaware or any other  jurisdictions)  that would cause the  application  of the
laws of any jurisdictions other than the State of Delaware.

            Section 11.  Securities Laws.  Registered  Holder  acknowledges that
neither the Warrant nor the shares of Common Stock issuable upon exercise hereof
have been registered under the Act, and any sale, transfer or disposition hereof
and thereof many not be made unless  either so  registered  or unless such sale,
transfer or disposition is exempt therefrom.

                                     * * * *


                                      -7-
<PAGE>


            IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized  officers under its corporate seal and to be
dated the Date of Issuance hereof.

                                    L90, INC.



                                    By _________________________________
                                       Name:
                                       Title:




Attest:




------------------------------
An Authorized Officer


                                      -8-
<PAGE>


                                                                       EXHIBIT I



                               EXERCISE AGREEMENT
                               ------------------



To:                                   Dated:


            The  undersigned,  pursuant  to  the  provisions  set  forth  in the
attached Warrant (Certificate No.  2000-W-____),  hereby agrees to subscribe for
the  purchase of _____  shares of the Common  Stock  covered by such Warrant and
makes payment  herewith in full therefor at the price per share provided by such
Warrant.

                                    Signature___________________________

                                    Address_____________________________



                                                                      EXHIBIT II


                                   ASSIGNMENT
                                   ----------

            FOR VALUE RECEIVED,  hereby sells,  assigns and transfers all of the
rights  of  the  undersigned   under  the  attached  Warrant   (Certificate  No.
2000-W-____)  with respect to the number of shares of the Common  Stock  covered
thereby set forth below, unto:


Names of Assignee                 Address               No. of Shares




Dated:                                 Signature
                                                 ------------------

                                                 ------------------
                                       Witness
                                                 ------------------