<PAGE>   1
                                                                     EXHIBIT 4.1


         THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT") OR ANY STATE SECURITIES
ACT AND THUS MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE
ABSENCE OF THE FILING OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE
SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.


               Warrant to Purchase 25,000 Shares of Common Stock.

                              WARRANT CERTIFICATE

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                          WANDERLUST INTERACTIVE, INC.

         THIS WARRANT (this "Warrant") is to certify that, FOR VALUE RECEIVED,
_______________________________, or assigns (the "Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from Wanderlust
Interactive, Inc., a Delaware corporation (the "Company"), Twenty Five Thousand
(25,000) shares of common stock of the Company ("Common Stock") at a price of
$.25 per share until 5:00 p.m., Pacific Standard Time, on December 31, 2004
(the "Expiration Date").  The shares of Common Stock deliverable upon such
exercise are hereinafter sometimes referred to as "Warrant Shares," and the
exercise price of each share of Common Stock is hereinafter sometimes referred
to as the "Exercise Price."

         (1) EXERCISE OF WARRANT.  This Warrant may, subject to applicable
securities laws, be exercised in whole or in part at any time or from time to
time on or after the date hereof and until the Expiration Date, or if either
such day is a day on which banking institutions in the State of California are
authorized by law to close, then on the next succeeding day which shall not be
such a day, by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment of
the Exercise Price for the number of Warrant Shares specified in such form.  If
this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable thereunder.  Upon receipt by the Company of this
Warrant at its office, or by the stock transfer agent of the Company at its
office, in proper form for exercise, the Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder.
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         (2) PAYMENT UPON WARRANT EXERCISE.  In lieu of paying cash to
exercise this Warrant, the Holder shall have the right to acquire a lesser
number of shares of Common Stock. In connection therewith, the following shall
apply:

                 a. The number of shares covered by this Warrant times
the exercise price of $.25 per share (or otherwise adjusted as set forth
herein) shall equal the "Total Price".

                 b. The number of shares covered by this Warrant times a
publicly traded price of the Holder's choosing, of the Common Stock during the
preceding 5 trading days to execution of this Warrant or equivalent price shall
equal the "Total Value" of the shares covered by this Warrant.

                 c. The Holder shall be entitled to receive without any
payment the number of shares of Common Stock equal to the Total Value less the
Total Price divided by the price at which Total Value was determined or an
equivalent price.

         For purposes of example only, if the number of shares covered by this
Warrant is 25,000, and if the Total Value determining price per share is $4.00,
then the total price would be $25,000 and the total value would be $40,000.
The Holder would therefore be entitled to receive $37,500 of shares or 9,375
shares without the necessity of any cash payment.

         (3) RESERVATION OF SHARES.  The Company hereby agrees that at all
times there shall be reserved for issuance and/or delivery upon exercise of
this Warrant such number of shares of its Common Stock as shall be required for
issuance and delivery upon exercise of this Warrant.

         (4) FRACTIONAL SHARES.  No fractional shares or script
representing fractional shares shall be issued upon the exercise of this
Warrant.  With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the current market value of a share.

         (5) DETERMINATION OF SHARE PRICE.  Price per share of Common Stock
shall be determined as follows:

                 (a) While the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the NASDAQ system, the current market value shall be
the last reported sale price of the Common Stock on such exchange or system on
the last business day prior to the date of exercise of this Warrant or if no
such sale is made on such day, the average closing bid and asked prices for
such day on such exchange or system; or
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                 (b) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value shall be the mean of the
last reported bid and asked prices reported by the National Quotation Bureau,
Inc. on the last business day prior to the date of the exercise of this
Warrant; or

                 (c) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market value shall be an amount not less than the book value thereof as
at the end of the most recent fiscal year of the Company ending prior to the
date of the exercise of the Warrant, determined in such reasonable manner as
may be prescribed by the Board of Directors of the Company.

         (6) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.  This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other warrants of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder.  This Warrant is transferable and may be
assigned or hypothecated from the date hereof, subject to any restrictions on
transfer under applicable securities laws.  Upon surrender of this Warrant to
the Company at its principal office or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be canceled.  This Warrant may be
divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by
the Holder hereof.  The term "Warrant" as used herein includes any Warrants
into which this Warrant may be divided or exchanged.  Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and in the case of loss, theft or destruction, of
reasonably satisfactory indemnification and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of same terms and date.  Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be
at any time enforceable by anyone.

         (7) RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,
be entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Company except to the extent set
forth herein.  Furthermore, Holder by acceptance hereof, consents to and agrees
to be bound by and to comply with all the provisions of this Warrant.  In
addition, the holder of this Warrant, by accepting the same, agrees that the
Company and the
<PAGE>   4
transfer agent may deem and treat the person in whose name this Warrant is
registered as the absolute, true and lawful owner for all purposes whatsoever,
and neither the Company nor the transfer agent shall be affected by any notice
to the contrary.

         (8) ANTI-DILUTION PROVISIONS.  The Exercise Price and the number
and kind of securities purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided.  The Exercise Price in effect at any time and the number
and kind of securities purchasable upon exercise of each Warrant shall be
subject to adjustment as follows:

                 (a) In case the Company shall (i) pay a dividend or make
a distribution on its shares of Common Stock of other equity securities in
shares of Common Stock or other equity securities, (ii) subdivide or reclassify
its outstanding Common Stock or other equity securities in shares of Common
Stock or other equity securities into a greater number of shares, or (iii)
combine or reclassify its outstanding Common Stock or other equity securities
into a smaller number of shares, the Exercise Price in effect at the time of
the record date for such dividend or distribution or of the effective date of
such subdivision, combination or reclassification shall be proportionately
adjusted so that the Holder of this Warrant exercised after such date shall be
entitled to receive the aggregate number and kind of shares which, if this
Warrant had been exercised by such Holder immediately prior to such date, he
would have owned upon such exercise and been entitled to receive upon such
dividend, subdivision, combination or reclassification.  For example, if the
Company declares a 2 for 1 stock dividend or stock split and the Exercise Price
immediately prior to such event was $1.00 per share, the adjusted Exercise
Price immediately after such event would be $.50 per share.  Such adjustment
shall be made successively whenever any event listed above shall occur.  For
the purposes of this provision, equity securities shall include any security
convertible into preferred stock or Common Stock.

                 (b) Whenever the Exercise Price payable upon exercise of
each Warrant is adjusted pursuant to Subsection (a) above, the number of
Warrant Shares purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of Warrant Shares initially issuable upon
exercise of this Warrant by the Exercise Price in effect on the date hereof and
dividing the product so obtained by the Exercise Price, as adjusted.

                 (c) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least one
cent ($0.01) in such price; provided, however, that any adjustments which by
reason of this Subsection (c) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be made
hereunder.  All calculations under this Section 8 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.  Anything
in this Section 8 to the contrary notwithstanding, the Company shall be
entitled, but shall not be required, to make such changes in the Exercise
Price, in addition to those required by this Section 8, as
<PAGE>   5
it, in its sole discretion, shall determine to be advisable in order that any
dividend or distribution in shares of Common Stock, subdivision,
reclassification or combination of Common Stock, referred to hereinabove in
this Section 8 hereafter made by the Company to the holders of its Common Stock
shall not result in any tax to the holders of its Common Stock or securities
convertible into Common Stock.

                 (d) Whenever the Exercise Price is adjusted, as herein
provided, the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Warrant Shares issuable upon exercise of
each Warrant to be mailed to the Holder of such Warrant at the Holder's last
address appearing in the Warrant Register, and shall cause a certified copy
thereof to be mailed to its transfer agent, if any.  The Company may retain a
firm of independent certified public accountants selected by the Board of
Directors (who may be the regular accountants employed by the Company) to make
any computation required by this Section 8, and a certificate signed by such
firm shall be conclusive evidence of the correctness of such adjustment.

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

         (9) OFFICER'S CERTIFICATE.  Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing Section, the Company
shall forthwith file in the custody of its Secretary or an Assistant Secretary
at its principal office and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and the
manner of computing such adjustment.  Each such officer's certificate shall be
made available at all reasonable times for inspection by the Holder or any
holder of a Warrant executed and delivered pursuant to Section 1 and the
Company shall, forthwith after each such adjustment, mail a copy by certified
mail of such certificate to the Holder or any such holder.

         (10) RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of
the Company with or into another corporation (other than a merger with a
subsidiary in which merger the Company is the continuing corporation and which
does not result in any reclassification, capital reorganization or other change
of outstanding shares of Common Stock of the class issuable upon exercise of
this Warrant) or in case of any sale, lease, or conveyance to
<PAGE>   6
another corporation of the property of the Company as an entirety, the Company
shall, as a condition precedent to such transaction, cause effective provisions
to be made so that the Holder shall have the right thereafter by exercising
this Warrant at any time prior to the expiration of the Warrant, to purchase
the kind and amount of shares of stock and other securities and property
receivable upon such reclassification, capital reorganization and other change,
consolidation, merger, sale, or conveyance by a holder of the number of shares
of Common Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation, merger,
sale, or conveyance.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant.  The foregoing provisions of this
Section 10 shall similarly apply to successive reclassifications, capital
reorganizations, and changes of shares of Common Stock and to successive
consolidations, mergers, sales, or conveyances.  In the event that in
connection with any such capital reorganization or reclassification,
consolidation, merger, sale, or conveyance, additional shares of Common Stock
shall be issued in exchange, conversion, substitution, or payment, in whole or
in part, for a security of the Company other than Common Stock, any such issue
shall be treated as an issue of Common Stock covered by the provisions of
Subsection (a) of Section 8 hereof.

         (11) EXERCISE AND TRANSFER TO COMPLY WITH THE SECURITIES ACT OF
1933.  The Holder of this Warrant and any transferee hereof, by their
acceptance hereof, hereby agrees that:  (a) the Warrants being acquired
hereunder are being purchased for investment purposes only and not with a view
to distribution and will not be transferred unless registered or unless there
is an exemption available from the registration requirements of the Act, which
exemption has been established to the satisfaction of the Company; (b) this
Warrant may not be exercised unless the Holder of this Warrant or any
transferee hereof first executes and delivers to the Company a Subscription
Agreement in form and substance acceptable to the Company and its counsel; (c)
the Warrant Shares issuable upon exercise of this Warrant shall be restricted,
shall be subject to legend condition, and may not be transferred without
registration under the Act unless an exemption from registration is available
or registration is otherwise not required, as evidenced by an opinion of
counsel reasonably satisfactory to the Company; (d) no public distribution of
the Warrants or Warrant Shares will be made in violation of the provisions of
the Act or any applicable state laws; and (e) during such period as delivery of
a prospectus with respect to the Warrants or Warrant Shares may be required by
the Act, no public distribution of the Warrants or Warrant Shares will be made
in a manner or on terms different from those set forth in, or without delivery
of, a prospectus then meeting the requirements of Section 10 of the Act and in
compliance with all applicable state laws.  The Holder of this Warrant and any
such transferee hereof further agree that if any distribution of any of the
Warrants or Warrant Shares is proposed to be made by them otherwise than by
delivery of a prospectus meeting the requirements of Section 10 of the Act,
which action shall be taken
<PAGE>   7
only after submission to the Company of an opinion of counsel, reasonably
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed distribution will not be in violation of the Act or of applicable
state law.  Furthermore, it shall be a condition to the transfer of the
Warrants or Warrant Shares thereof that the transferee deliver to the Company
his or its written agreement to accept and be bound by all of the terms and
conditions of this Warrant.

         (12) REGISTRATION RIGHTS.

                 (a) Definitions.  The following definitions shall apply
with respect to a registration (a "Registration") pursuant to this Section 12:

                          (i) The term "Public Offering" shall mean an
underwritten or direct public offering of equity securities of the Company
pursuant to an effective registration statement under the Act covering the
offer and sale of equity securities of such entity to the public.

                          (ii) The term "Registrable Securities" shall mean
the Common Stock underlying this Warrant.

                          (iii) The term "Registration Statement" shall mean
any registration statement of the Company that covers any of the Registrable
Securities pursuant to the provisions of this Warrant, including the prospectus
included therein, any amendment or supplement thereof, including post-effective
amendments, and all exhibits and all material incorporated by reference in such
Registration Statement.

                          (iv) The term "SEC" shall mean the United States
Securities and Exchange Commission or any successor thereto.

                 (b) Piggyback Rights.

                          (i) If the Company proposes to file a
Registration Statement in connection with a Public Offering of any of its
equity securities that may be used for the registration of the Registrable
Securities under the Act (a "Piggyback Registration Statement"), then the
Company shall in each case give prompt written notice (the "Piggyback Notice")
of such proposed filing to the Holder before the anticipated filing date of
such Piggyback Registration Statement, but in no event less than thirty (30)
days prior to such filing date, which Piggyback Notice shall offer the Holder
the opportunity to include in such Piggyback Registration Statement such number
of Registrable Securities as it may request.  The Holder shall advise the
Company in writing within twenty (20) days after the date of receipt of the
Piggyback Notice (which request shall set forth the amount of Registrable
Securities for which Registration is requested).  The Company shall include in
any such Piggyback Registration Statement all Registrable Securities so
requested to be included.
<PAGE>   8
                          (ii) In the event that a Registration pursuant to
this Section 12 is for a registered public offering involving an underwriting,
the Company shall so advise the Holder.  In such event, the right of the Holder
to Registration pursuant to this Section 12 shall be conditioned upon the
approval of the managing underwriter and the Holder's participation in the
underwriting arrangements required by this Section 12(c)(ii) and the inclusion
of the Holder's Registrable Securities in the underwriting to the extent
requested shall be limited to the extent provided herein; provided that all
other holders of the Company's securities entitled to request registration
shall also be so limited pro rata and pari passu with the Holder based on the
total shares owned by such holders and the Holder on a fully diluted basis.
The Company shall select a qualified underwriter which will register as many of
the Registrable Securities as possible.

                          (iii) The Company shall (together with the Holder)
enter into an underwriting agreement in customary form with the managing
underwriter selected for such underwriting by the Company.  Notwithstanding any
other provision of this Section 12, if the managing underwriter advises the
Holder in writing that marketing factors require a limitation of the number of
Registrable Securities to be underwritten or that none of the Registrable
Securities can be sold, then the Company shall also advise the Holder and,
subject to the following sentence, the number, if any, of shares of Registrable
Securities that may be included in the Registration and underwriting shall be
reduced accordingly; provided that the securities that may be sold by all other
holders requesting registration shall also be reduced pro rata and pari passu
with the Holder based on the total shares owned by such holders and the Holder
on a fully diluted basis.  No Registrable Securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such Registration.

                          (iv) If the Holder disapproves of the terms of the
underwriting, it may elect to withdraw therefrom by written notice to the
Company and the managing underwriter.  The Registrable Securities and/or other
securities so withdrawn shall also be withdrawn from the Registration, and such
Registrable Securities shall not be transferred in a public distribution prior
to ninety (90) days after the effective date of such Registration, or such
other shorter period of time as the underwriters may require.

                 (c) Demand Registration.  Upon written demand of the
Holder, the Company shall file a Registration Statement for the Common Stock
underlying this Warrant in a manner and at a time early enough to provide for
the Registration Statement to go effective not later than nine (9) months from
the date of this Warrant.

                 (d) Provisions Applicable to Registration.

                     The following provisions shall apply, as applicable, in
connection with the Holder's Registrable Securities to the extent the
<PAGE>   9
Holder has requested Registrable Securities to be included in a Registration
Statement pursuant to this Section 12:


                          (i) the Holder, if reasonably requested by the
managing underwriter with respect to any Public Offering, shall agree not to
sell, make any short sale of, loan, grant any options for the purchase of, or
otherwise dispose of any Registrable Securities (other than those included in
the Registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days), from the effective date of such Registration as may
be requested by the underwriters, provided that all other holders of the class
of securities being registered shall make the same agreements as those made by
the Holder under this Section 12(d)(i);

                          (ii) the Holder shall promptly provide the Company
with such non-confidential and non-proprietary information as it shall
reasonably request and that is available to the Holder in order to prepare the
Registration Statement;

                          (iii) all reasonable and necessary expenses in
connection with the preparation of the Registration Statement, including,
without limitation, any and all legal, accounting and filing fees, but not
including fees and disbursements of experts and counsel retained by the Holder
or underwriting discounts and commissions to be paid by the Holder, shall be
borne by the Company; and

                          (iv) in connection with a Registration pursuant to
this Section 12, the Company shall use its best efforts to effect such
Registration permitting the sale of such Registrable Securities in accordance
with the intended method or methods of distribution thereof, and pursuant
thereto, the Company shall as expeditiously as possible:

                                1. prepare and file with the SEC a
Registration Statement relating to the applicable Registration on any
appropriate form under the Act, which form shall be available for the sale of
the Registrable Securities in accordance with the intended method or methods of
distribution thereof and use its best efforts to cause such Registration
Statement to become effective and keep such Registration Statement effective in
accordance with Section 12(d)(iv)(2) below;

                                2. prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statement as may
be necessary to keep the Registration effective for one hundred twenty (120)
days or such shorter period terminating when all Registrable Securities covered
by such Registration Statement have been sold; provided, however, that (A) such
one hundred twenty (120) day period shall be extended for any period of time
equal to the period the undersigned refrains from selling any Registrable
Securities at the request of an underwriter of Common Stock of the Company and
(B) in the case of any Registration of Registrable Securities on Form S-3 which
are intended to be offered on a continuous or delayed basis,
<PAGE>   10

such one hundred twenty (120) day period shall be extended, if necessary, to
keep the Registration Statement effective until all such Registrable Securities
are sold, provided that Rule 415 under the Act or any successor rule, permits
an offering on a continuous or delayed basis; cause the prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Act; and comply with the provisions of
the Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof as set forth
in such Registration Statement or supplement to the prospectus;

                                3. notify the undersigned and the
managing underwriter, if any, promptly, and (if requested by any such person)
confirm such advice in writing, (A) when the prospectus or any prospectus
supplement or post-effective amendment has been filed, and, with respect to the
Registration Statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the SEC for amendments or
supplements to the Registration Statement or the prospectus or for additional
information, (C) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose, (D) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceedings for such purpose and (E) of the happening of any event as a result
of which the prospectus included in such Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing and, at the
request of any such person, prepare and furnish to such person a reasonable
number of copies of a supplement to or an amendment of such prospectus as may
be necessary so that, as thereafter delivered to the purchasers of such shares,
such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;

                                4. if requested by the managing
underwriter or the undersigned, promptly incorporate in a prospectus supplement
or post-effective amendment such information as the managing underwriter and
the undersigned agree should be included therein relating to the plan of
distribution with respect to such Registrable Securities, including, without
limitation, the purchase price being paid therefor by such underwriters and
with respect to any other terms of the underwritten offering of the Registrable
Securities to be sold in such offering; and make all required filings of such
prospectus supplements or post-effective amendments as soon as notified of the
matters to be incorporated in such prospectus supplements or post-effective
amendments;
<PAGE>   11
                                5. deliver to the undersigned and the
underwriters, if any, without charge, as many copies of the prospectus
(including each preliminary prospectus) in conformity with the requirements of
the Act and any amendments or supplements thereto as such persons may
reasonably request and such other documents as they may reasonably request to
facilitate the prior sale or other disposition of such Registrable Securities;

                                6. prior to any Public Offering of
Registrable Securities, register or qualify or cooperate with the undersigned,
or the underwriters, if any, in connection with the registration or
qualification of such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions as the undersigned or
underwriters, if any, reasonably requests in writing and do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by the Registration
Statement; provided, however, that the Company shall not be required to qualify
to do business in any jurisdiction where it is not then so qualified or to take
any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or would subject the Company to
any tax in any such jurisdiction where it is not then so subject; and

                                7. with a view to making available the
benefits of certain rules and regulations of the SEC which may at any time
permit the sale of Registrable Securities to the public without registration,
during such time as a public market exists for its equity securities, the
Company agrees to:

                                        a) make and keep public
information available, as those terms are understood and defined in Rule 144
under the Act, at all times after the effective date of the first registration
under the Act filed by the Company for an offering of its equity securities to
the general public;

                                        b) use its best efforts to file
with the SEC in a timely manner all reports and other documents required of the
Company under the Act and the Exchange Act (at any time after it has become
subject to such reporting requirements); and

                                        c) furnish to the undersigned
forthwith upon the undersigned's request a written statement by the Company as
to the Company's compliance with the reporting requirements of said Rule 144
(at any time after ninety (90) days after the effective date of the first
registration statement filed by the Company for an offering of its equity
securities to the general public), and of the Act and the Exchange Act (at any
time after it has become subject to the requirements of the Exchange Act), a
copy of the most recent annual or quarterly report of the Company and such
other reports and documents of the Company as the undersigned may reasonably
request in availing itself of any rule or regulation of the SEC allowing a
holder to sell any such securities without registration (at any time after
<PAGE>   12
the Company has become subject to the reporting requirements of the Exchange
Act).

                          (v) Notwithstanding the provisions of this Section 12
to the contrary:

                                1. the Company may require the
undersigned to furnish to the Company such information regarding the
distribution of such securities as the Company may from time to time reasonably
request in writing, and the Company may limit such registration rights to
situations where a proposed distribution of Registrable Securities is to be
effected forthwith upon the effectiveness of the Registration Statement;

                                2. the Company shall not be required to
register any Registrable Securities of the undersigned if the number of such
securities requested to be so registered by the undersigned, at the time any
such Registration Statement is filed, may be sold without registration under
the Act;

                                3. the Company shall not be required to
use its best efforts to effect a registration of the Registrable Securities
pursuant to this Section 12 unless the undersigned agrees to offer the
Registrable Securities on the same terms and conditions as those contained in
the proposed Public Offering giving rise to the foregoing registration rights
pursuant to this Section 12; or if the managing underwriter of any such
proposed Public Offering delivers an opinion to the undersigned that the total
amount or kind of securities that the undersigned and any other persons or
entities entitled to be included in such Public Offering would adversely affect
the success of such Public Offering, then the amount of securities to be
offered for the account of the undersigned shall be reduced pro rata and pari
passu with all other holders of the Company's securities entitled to request
registration (based on the total shares owned by such holders and the
undersigned on a fully diluted basis) to the extent necessary to reduce the
total amount of securities to be included in such Public Offering to the amount
recommended by the managing underwriter or underwriters thereof.  In no event
shall the Company be required pursuant to this Section 12 to reduce the amount
of securities to be registered by it.  In the event that the contemplated
distribution does not involve an underwritten Public Offering, such
determination that the inclusion of such Registrable Securities shall adversely
affect the success of the offering shall be made by the Company in its
reasonable discretion; and

                                4. if the Company has filed a
Registration Statement covering the sale for its account of its own securities
for the purpose of making a Public Offering and Registrable Securities are to
be included therein pursuant to this Section 12, the Company may require the
undersigned to sell such Registrable Securities to such underwriters for
inclusion in the Public Offering.

                        (vi) the undersigned agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the
<PAGE>   13
Company of the happening of any event of the kind described in Section
12(d)(iv)(3) hereof (other than as provided in Section 12(d)(iv)(3)(A) hereof),
the undersigned shall forthwith discontinue disposition of Registrable
Securities until it is advised in writing by the Company that the use of the
prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the prospectus, and,
if so directed by the Company, the undersigned shall deliver to the Company (at
the Company's expense) all copies other than permanent file copies then in the
undersigned's possession, of the prospectus covering such Registrable
Securities current prior to the time of receipt of such notice.

                        (vii) the Company, in its sole discretion, shall
select the underwriter or underwriters, including the managing or lead
underwriter or underwriters, who are to undertake any offering of Registrable
Securities with respect to which the undersigned has registration rights
pursuant to this Section 12.

               (e) Indemnification.

                        (i) In the event of a Registration or qualification
of any Registrable Securities under the Act pursuant to the provisions of this
Section 12, the Company shall indemnify and hold harmless the undersigned, the
officers and directors of the undersigned and each director or officer of any
person or entity who controls the undersigned, each underwriter of such
Registrable Securities and each other person or entity who controls the
undersigned or such underwriter within the meaning of the Act (collectively,
the "Undersigned Indemnitees"), from and against any and all losses, claims,
damages or liabilities, joint or several, to which any of the Undersigned
Indemnitees, joint or several, to which any of the Undersigned Indemnitees may
become subject under the Act or the applicable securities laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (x) any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
under which such Registrable Securities were registered or qualified under the
Act, or any amendment or supplement thereto, any preliminary prospectus or
final prospectus contained therein, or any supplement thereto, or any document
prepared and/or furnished to the undersigned incident to the registration or
qualification on any Registrable Securities, or (y) the omission or alleged
omission to state in any Registration Statement a material fact required to be
stated therein or necessary to make the statements therein not misleading or,
with respect to any prospectus, necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or (z)
any violation by the Company of the Act or state securities or "blue sky" laws
applicable to the Company and relating to action or inaction required of the
Company, in connection with such registration or qualification under such state
securities or "blue sky" laws, and in each case shall reimburse the Undersigned
Indemnitees for any legal or other expenses reasonably incurred by such the
Undersigned Indemnitees in connection with investigating or defending any such
loss, claim, damage or liability (or action in
<PAGE>   14

respect thereof); provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability (or
action in respect thereof) arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in such
Registration Statement in reliance upon and in conformity with information
furnished to the Company through an instrument duly executed by such the
Undersigned Indemnitees; and provided further, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability (or action in respect thereof) arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission in
such Registration Statement, which untrue statement or alleged untrue statement
or omission or alleged omission is completely corrected in an amendment or
supplement to the Registration Statement and such the Undersigned Indemnitee
thereafter fails to deliver or cause to be delivered such Registration
Statement as so amended or supplemented prior to or concurrently with the sale
of the Registrable Securities to the person asserting such loss, claim, damage
or liability (or actions in respect thereof) or expense after the Company has
furnished the undersigned with the same.

                        (ii) In the event of the Registration or
qualification of any Registrable Securities under the Act pursuant to the
provisions of this Section 12, the undersigned shall indemnify and hold
harmless the Company, each person who controls the Company within the meaning
of the Act, each officer and director of the Company and any other selling
holder from and against any losses, claims, damages or liabilities to which the
Company, such controlling person, any such officer or director or any other
selling holder may become subject under the Act or the applicable securities
laws or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (x) any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Securities were registered
or qualified under the Act, or any amendment or supplement thereto, or (y) 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,
which untrue statement or alleged untrue statement or omission or alleged
omission was made therein in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by the
undersigned specifically for use in preparation thereof, as it relates to such
holder, and in each case shall reimburse the Company, such controlling person,
each such officer or director and any other selling holder for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage or liability (or action in respect
thereof).

                        (iii) Promptly after receipt by a person entitled to
indemnification under this section (e) (an "Indemnified Party") of notice of
the commencement of any action or claim relating to any Registration Statement
filed under the provisions of this Section 12 or as to which indemnity may be
sought hereunder, such Indemnified Party shall, if a claim for indemnification
hereunder in respect
<PAGE>   15
thereof is to be made against any other party hereto (an "Indemnifying Party"),
give written notice to such Indemnifying Party of the commencement of such
action or claim, but the omission so to notify the Indemnifying Party will not
relieve such person from any liability that such person may have to any
Indemnified Party other than pursuant to the provisions of this section (e) and
shall also not relieve the Indemnifying Party of such party's obligations under
this section (e), except to the extent that the omission so to notify results
in the Indemnifying Party being damaged solely as a result of the failure to
give timely notice.  In case any such action is brought against an Indemnified
Party, and such party notifies an Indemnifying Party of the commencement
thereof, the Indemnifying Party shall be entitled (at such party's own expense)
to participate in and, to the extent that the Indemnifying Party may wish,
jointly with any other Indemnifying Party similarly notified, to assume the
defense, with counsel satisfactory to such Indemnified Party, of such action
and/or to settle such action and, after notice from the Indemnifying Party to
such Indemnified Party of its election so to assume the defense thereof, the
Indemnifying Party shall not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof, other than the reasonable cost of investigation;
provided, however, that no Indemnifying Party and no Indemnified Party shall
enter into any settlement agreement that would impose any liability on such
other party or parties without the prior written consent of such other party or
parties, unless such other party or parties are fully indemnified to such
party's satisfaction, as the case may be, against any such liability.

                        (iv) If for any reason the indemnification provided
for in this Section 12 is unavailable to an Indemnified Party or is
insufficient to hold it harmless as contemplated by this Section 12, then the
Indemnifying Party shall contribute to the amount paid or payable by the
Indemnified Party as a result of such loss, claim, damage, liability or action
in such proportion as is appropriate to reflect to only the relative benefits
received by the Indemnified Party and the Indemnifying Party, but also the
relative fault of the Indemnified Party and the Indemnifying Party, as well as
any other relevant equitable considerations.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

Dated: October 15, 1997                 WANDERLUST INTERACTIVE, INC.



                                        By:_____________________________________
                                           Jay Smith III, CEO

<PAGE>   16

                                 PURCHASE FORM

Dated: ____________________________, 19______________________

         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing ______ shares of Common Stock and hereby
makes payment of ______ in payment of the actual exercise price thereof.



                     INSTRUCTIONS FOR REGISTRATION OF STOCK



Name


                  (Please typewrite or print in block letters)


Address


Signature



IT SHALL BE A CONDITION TO THE VALIDITY OF THIS ASSIGNMENT THAT THE TRANSFEREE
DELIVER TO WANDERLUST INTERACTIVE, INC. HIS OR ITS WRITTEN AGREEMENT TO ACCEPT
AND BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS WARRANT

                                ASSIGNMENT FORM

         FOR VALUE RECEIVED, hereby sells, assigns and transfers unto:



Name


                  (Please typewrite or print in block letters)


Address


the right to purchase Common Stock represented by this Warrant to the extent of
______________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _________________________ Attorney, to
transfer the same on the books of the Company with full power of substitution in
the premises.


Dated: ____________________________, 19______________________



Signature