THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase 45,000,000 Shares of Common Stock of

                          Corridor Communications Corp.

            THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that,
for value received, Bristol Investment Fund, Ltd. (the "Holder"), is entitled,
upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date of issuance of this
Warrant (the "Initial Exercise Date") and on or prior to the fifth anniversary
of the Initial Exercise Date (the "Termination Date") but not thereafter, to
subscribe for and purchase from Corridor Communications Corp., a Delaware
corporation (the "Company"), up to 45,000,000 shares (the "Warrant Shares") of
Common Stock, par value $0.0001 per share, of the Company (the "Common Stock").
The purchase price of one share of Common Stock (the "Exercise Price") under
this Warrant shall be $0.0035, subject to adjustment herein.

<PAGE>

            1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

            2. Authorization of Shares. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this
Warrant, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such
issue).

            3. Exercise of Warrant.

            (a) The exercise of the purchase rights represented by this Warrant
      may be made at any time or times on or after the Initial Exercise Date and
      on or before the Termination Date by delivery to the Company of a duly
      executed facsimile copy of the Notice of Exercise Form annexed hereto (or
      such other office or agency of the Company as it may designate by notice
      in writing to the registered Holder at the address of such Holder
      appearing on the books of the Company); provided, however, within 3
      Trading Days of the date said Notice of Exercise is delivered to the
      Company, the Holder shall have surrendered this Warrant to the Company and
      the Company shall have received payment of the aggregate Exercise Price of
      the shares thereby purchased by wire transfer or cashier's check drawn on
      a United States bank. Certificates for shares purchased hereunder shall be
      delivered to the Holder within 3 Trading Days from the delivery to the
      Company of the Notice of Exercise Form, surrender of this Warrant and
      payment of the aggregate Exercise Price as set forth above ("Warrant Share
      Delivery Date"). This Warrant shall be deemed to have been exercised on
      the date the Exercise Price is received by the Company. The Warrant Shares
      shall be deemed to have been issued, and Holder or any other person so
      designated to be named therein shall be deemed to have become a holder of
      record of such shares for all purposes, as of the date the Warrant has
      been exercised by payment to the Company of the Exercise Price and all
      taxes required to be paid by the Holder, if any, pursuant to Section 5
      prior to the issuance of such shares, have been paid. If the Company fails
      to deliver to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to this Section 3(a) by the Warrant Share Delivery
      Date, then the Holder will have the right to rescind such exercise. In
      addition to any other rights available to the Holder, if the Company fails
      to deliver to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to an exercise by the Warrant Share Delivery Date,
      and if after such day the Holder is required by its broker to purchase (in
      an open market transaction or otherwise) shares of Common Stock to deliver
      in satisfaction of a sale by the Holder of the Warrant Shares which the
      Holder anticipated receiving upon such exercise (a "Buy-In"), then the
      Company shall (1) pay in cash to the Holder the amount by which (x) the
      Holder's total purchase price (including brokerage


                                       2
<PAGE>

      commissions, if any) for the shares of Common Stock so purchased exceeds
      (y) the amount obtained by multiplying (A) the number of Warrant Shares
      that the Company was required to deliver to the Holder in connection with
      the exercise at issue times (B) the price at which the sell order giving
      rise to such purchase obligation was executed, and (2) at the option of
      the Holder, either reinstate the portion of the Warrant and equivalent
      number of Warrant Shares for which such exercise was not honored or
      deliver to the Holder the number of shares of Common Stock that would have
      been issued had the Company timely complied with its exercise and delivery
      obligations hereunder. For example, if the Holder purchases Common Stock
      having a total purchase price of $11,000 to cover a Buy-In with respect to
      an attempted exercise of shares of Common Stock with an aggregate sale
      price giving rise to such purchase obligation of $10,000, under clause (1)
      of the immediately preceding sentence the Company shall be required to pay
      the Holder $1,000. The Holder shall provide the Company written notice
      indicating the amounts payable to the Holder in respect of the Buy-In,
      together with applicable confirmations and other evidence reasonably
      requested by the Company. Nothing herein shall limit a Holder's right to
      pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Company's failure to timely deliver
      certificates representing shares of Common Stock upon exercise of the
      Warrant as required pursuant to the terms hereof.

            (b) If this Warrant shall have been exercised in part, the Company
      shall, at the time of delivery of the certificate or certificates
      representing Warrant Shares, deliver to Holder a new Warrant evidencing
      the rights of Holder to purchase the unpurchased Warrant Shares called for
      by this Warrant, which new Warrant shall in all other respects be
      identical with this Warrant.

            (c) The Holder shall not have the right to exercise any portion of
      this Warrant, pursuant to Section 3(a) or otherwise, to the extent that
      after giving effect to such issuance after exercise, the Holder (together
      with the Holder's affiliates), as set forth on the applicable Notice of
      Exercise, would beneficially own in excess of 4.99% of the number of
      shares of the Common Stock outstanding immediately after giving effect to
      such issuance. For purposes of the foregoing sentence, the number of
      shares of Common Stock beneficially owned by the Holder and its affiliates
      shall include the number of shares of Common Stock issuable upon exercise
      of this Warrant with respect to which the determination of such sentence
      is being made, but shall exclude the number of shares of Common Stock
      which would be issuable upon (A) exercise of the remaining, nonexercised
      portion of this Warrant beneficially owned by the Holder or any of its
      affiliates and (B) exercise or conversion of the unexercised or
      nonconverted portion of any other securities of the Company (including,
      without limitation, any other Warrants or the Preferred Stock) subject to
      a limitation on conversion or exercise analogous to the limitation
      contained herein beneficially owned by the Holder or any of its
      affiliates. Except as set forth in the preceding sentence, for purposes of
      this Section 3(c), beneficial ownership shall be calculated in accordance
      with Section 13(d) of the Exchange Act, it being acknowledged by Holder
      that the Company is not representing to Holder that such calculation is in
      compliance with Section 13(d) of the Exchange Act and Holder is solely
      responsible for any schedules required to be filed in accordance
      therewith. To the extent


                                       3
<PAGE>

      that the limitation contained in this Section 3(c) applies, the
      determination of whether this Warrant is exercisable (in relation to other
      securities owned by the Holder) and of which a portion of this Warrant is
      exercisable shall be in the sole discretion of such Holder, and the
      submission of a Notice of Exercise shall be deemed to be such Holder's
      determination of whether this Warrant is exercisable (in relation to other
      securities owned by such Holder) and of which portion of this Warrant is
      exercisable, in each case subject to such aggregate percentage limitation,
      and the Company shall have no obligation to verify or confirm the accuracy
      of such determination. For purposes of this Section 3(c), in determining
      the number of outstanding shares of Common Stock, the Holder may rely on
      the number of outstanding shares of Common Stock as reflected in (x) the
      Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (y)
      a more recent public announcement by the Company or (z) any other notice
      by the Company or the Company's Transfer Agent setting forth the number of
      shares of Common Stock outstanding. Upon the written or oral request of
      the Holder, the Company shall within two Trading Days confirm orally and
      in writing to the Holder the number of shares of Common Stock then
      outstanding. In any case, the number of outstanding shares of Common Stock
      shall be determined after giving effect to the conversion or exercise of
      securities of the Company, including this Warrant, by the Holder or its
      affiliates since the date as of which such number of outstanding shares of
      Common Stock was reported.

            (d) If at any time after one year from the date of issuance of this
      Warrant there is no effective Registration Statement registering the
      resale of the Warrant Shares by the Holder, during any such periods this
      Warrant may also be exercised at such time by means of a "cashless
      exercise" in which the Holder shall be entitled to receive a certificate
      for the number of Warrant Shares equal to the quotient obtained by
      dividing [(A-B) (X)] by (A), where:

       (A) = the VWAP on the Trading Day immediately preceding the date
             of such election;

       (B) = the Exercise Price of this Warrant, as adjusted; and

       (X) = the number of Warrant Shares issuable upon exercise of this
             Warrant in accordance with the terms of this Warrant by means of a
             cash exercise rather than a cashless exercise.

            (e) Subject to the provisions of this Section 3, if after the 24
      month anniversary of the Effective Date, the Closing Price for each of ten
      (10) consecutive Trading Days (the "Measurement Period", which period
      shall not have commenced until after such Effective Date) exceeds $0.08
      (the "Threshold Price") (subject to adjustment for reverse and forward
      stock splits, stock dividends, stock combinations and other similar
      transactions of the Common Stock that occur after the issuance date of
      this Warrant), then the Company may, within two (2) Trading Days of such
      period, call for cancellation of all or any portion of this Warrant for
      which a Notice of Exercise has not yet been delivered (such right, a
      "Call"). To exercise this right, the Company must deliver to the Holder an
      irrevocable written notice (a "Call Notice"), indicating therein the
      portion of unexercised portion of this Warrant to which such notice
      applies. If the


                                       4
<PAGE>

      conditions set forth below for such Call are satisfied from the period
      from the date of the Call Notice through and including the Call Date (as
      defined below), then any portion of this Warrant subject to such Call
      Notice for which a Notice of Exercise shall not have been received from
      and after the date of the Call Notice will be cancelled at 6:30 p.m. (New
      York City time) on the fifth (5th) Trading Day after the date the Call
      Notice is received by the Holder (such date, the "Call Date"). Any
      unexercised portion of this Warrant to which the Call Notice does not
      pertain will be unaffected by such Call Notice. In furtherance thereof,
      the Company covenants and agrees that it will honor all Notices of
      Exercise with respect to Warrant Shares subject to a Call Notice that are
      tendered from the time of delivery of the Call Notice through 6:30 p.m.
      (New York City time) on the Call Date. The parties agree that any Notice
      of Exercise delivered following a Call Notice shall first reduce to zero
      the number of Warrant Shares subject to such Call Notice prior to reducing
      the remaining Warrant Shares available for purchase under this Warrant.
      For example, if (x) this Warrant then permits the Holder to acquire 100
      Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z)
      prior to 6:30 p.m. (New York City time) on the Call Date the Holder
      tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on
      the Call Date the right under this Warrant to acquire 25 Warrant Shares
      will be automatically cancelled, (2) the Company, in the time and manner
      required under this Warrant, will have issued and delivered to the Holder
      50 Warrant Shares in respect of the exercises following receipt of the
      Call Notice, and (3) the Holder may, until the Termination Date, exercise
      this Warrant for 25 Warrant Shares (subject to adjustment as herein
      provided and subject to subsequent Call Notices). Subject again to the
      provisions of this Section 3(e), the Company may deliver subsequent Call
      Notices for any portion of this Warrant for which the Holder shall not
      have delivered a Notice of Exercise. Notwithstanding anything to the
      contrary set forth in this Warrant, the Company may not deliver a Call
      Notice or require the cancellation of this Warrant (and any Call Notice
      will be void), unless, from the beginning of the fifteen (15) consecutive
      Trading Days used to determine whether the Common Stock has achieved the
      Threshold Price through the Call Date, (i) the Company shall have honored
      in accordance with the terms of this Warrant all Notices of Exercise
      delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the
      Registration Statement shall be effective as to all Warrant Shares and the
      prospectus thereunder available for use by the Holder for the resale of
      all such Warrant Shares and (iii) the Common Stock shall be listed or
      quoted for trading on the Trading Market.

            4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

            5. Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all
of which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.


                                       5
<PAGE>

            6. Closing of Books. The Company will not close its stockholder
books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.

            7. Transfer, Division and Combination.

            (a) Subject to compliance with any applicable securities laws and
      the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and
      all rights hereunder are transferable, in whole or in part, upon surrender
      of this Warrant at the principal office of the Company, together with a
      written assignment of this Warrant substantially in the form attached
      hereto duly executed by the Holder or its agent or attorney and funds
      sufficient to pay any transfer taxes payable upon the making of such
      transfer. Upon such surrender and, if required, such payment, the Company
      shall execute and deliver a new Warrant or Warrants in the name of the
      assignee or assignees and in the denomination or denominations specified
      in such instrument of assignment, and shall issue to the assignor a new
      Warrant evidencing the portion of this Warrant not so assigned, and this
      Warrant shall promptly be cancelled. A Warrant, if properly assigned, may
      be exercised by a new holder for the purchase of Warrant Shares without
      having a new Warrant issued.

            (b) This Warrant may be divided or combined with other Warrants upon
      presentation hereof at the aforesaid office of the Company, together with
      a written notice specifying the names and denominations in which new
      Warrants are to be issued, signed by the Holder or its agent or attorney.
      Subject to compliance with Section 7(a), as to any transfer which may be
      involved in such division or combination, the Company shall execute and
      deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
      to be divided or combined in accordance with such notice.

            (c) The Company shall prepare, issue and deliver at its own expense
      (other than transfer taxes) the new Warrant or Warrants under this Section
      7.

            (d) The Company agrees to maintain, at its aforesaid office, books
      for the registration and the registration of transfer of the Warrants.

            (e) If, at the time of the surrender of this Warrant in connection
      with any transfer of this Warrant, the transfer of this Warrant shall not
      be registered pursuant to an effective registration statement under the
      Securities Act and under applicable state securities or blue sky laws, the
      Company may require, as a condition of allowing such transfer (i) that the
      Holder or transferee of this Warrant, as the case may be, furnish to the
      Company a written opinion of counsel (which opinion shall be in form,
      substance and scope customary for opinions of counsel in comparable
      transactions) to the effect that such transfer may be made without
      registration under the Securities Act and under applicable state
      securities or blue sky laws, (ii) that the holder or transferee execute
      and deliver to the Company an investment letter in form and substance
      acceptable to the Company and (iii) that the transferee be an "accredited
      investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities Act.


                                       6
<PAGE>

            8. No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price (or by means of a cashless exercise),
the Warrant Shares so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business on the
later of the date of such surrender or payment.

            9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

            10. Saturdays, Sundays, Holidays, etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

            11. Adjustments of Exercise Price and Number of Warrant Shares.

            (a) Stock Splits, etc. The number and kind of securities purchasable
      upon the exercise of this Warrant and the Exercise Price shall be subject
      to adjustment from time to time upon the happening of any of the
      following. In case the Company shall (i) pay a dividend in shares of
      Common Stock or make a distribution in shares of Common Stock to holders
      of its outstanding Common Stock, (ii) subdivide its outstanding shares of
      Common Stock into a greater number of shares, (iii) combine its
      outstanding shares of Common Stock into a smaller number of shares of
      Common Stock, or (iv) issue any shares of its capital stock in a
      reclassification of the Common Stock, then the number of Warrant Shares
      purchasable upon exercise of this Warrant immediately prior thereto shall
      be adjusted so that the Holder shall be entitled to receive the kind and
      number of Warrant Shares or other securities of the Company which it would
      have owned or have been entitled to receive had such Warrant been
      exercised in advance thereof. Upon each such adjustment of the kind and
      number of Warrant Shares or other securities of the Company which are
      purchasable hereunder, the Holder shall thereafter be entitled to purchase
      the number of Warrant Shares or other securities resulting from such
      adjustment at an Exercise Price per Warrant Share or other security
      obtained by multiplying the Exercise Price in effect immediately prior to
      such adjustment by the number of Warrant Shares purchasable pursuant
      hereto immediately prior to such adjustment and dividing by the number of
      Warrant Shares or other securities of the Company that are purchasable
      pursuant hereto immediately after such adjustment. An adjustment made
      pursuant to this paragraph shall become effective immediately after the
      effective date of such event retroactive to the record date, if any, for
      such event.


                                       7
<PAGE>

            (b) Anti-Dilution Provisions. During the Exercise Period, the
      Exercise Price shall be subject to adjustment from time to time as
      provided in this Section 11(b). In the event that any adjustment of the
      Exercise Price as required herein results in a fraction of a cent, such
      Exercise Price shall be rounded up or down to the nearest cent.

                  (i) Adjustment of Exercise Price. If and whenever the Company
            issues or sells, or in accordance with Section 11(b)(ii) hereof is
            deemed to have issued or sold, any shares of Common Stock for an
            effective consideration per share of less than the then Exercise
            Price or for no consideration (such lower price, the "Base Share
            Price" and such issuances collectively, a "Dilutive Issuance"),
            then, (A) the Exercise Price shall be reduced to equal the Base
            Share Price and (B) the number of Warrant Shares issuable hereunder
            shall be increased to a number equal to the aggregate Exercise Price
            of this Warrant prior to such adjustment divided by the adjusted Set
            Price. Such adjustment shall be made whenever shares of Common Stock
            or Common Stock Equivalents are issued.

                  (ii) Effect on Exercise Price of Certain Events. For purposes
            of determining the adjusted Exercise Price under Section 11(b)
            hereof, the following will be applicable:

                        (A) Issuance of Rights or Options. If the Company in any
                  manner issues or grants any warrants, rights or options,
                  whether or not immediately exercisable, to subscribe for or to
                  purchase Common Stock or Common Stock Equivalents (such
                  warrants, rights and options to purchase Common Stock or
                  Common Stock Equivalents are hereinafter referred to as
                  "Options") and the effective price per share for which Common
                  Stock is issuable upon the exercise of such Options is less
                  than the Exercise Price ("Below Base Price Options"), then the
                  maximum total number of shares of Common Stock issuable upon
                  the exercise of all such Below Base Price Options (assuming
                  full exercise, conversion or exchange of Common Stock
                  Equivalents, if applicable) will, as of the date of the
                  issuance or grant of such Below Base Price Options, be deemed
                  to be outstanding and to have been issued and sold by the
                  Company for such price per share and the maximum consideration
                  payable to the Company upon such exercise (assuming full
                  exercise, conversion or exchange of Common Stock Equivalents,
                  if applicable) will be deemed to have been received by the
                  Company. For purposes of the preceding sentence, the
                  "effective price per share for which Common Stock is issuable
                  upon the exercise of such Below Base Price Options" is
                  determined by dividing (i) the total amount, if any, received
                  or receivable by the Company as consideration for the issuance
                  or granting of all such Below Base Price Options, plus the
                  minimum aggregate amount of additional consideration, if any,
                  payable to the Company upon the exercise of all such Below
                  Base Price Options, plus, in the case of Common Stock
                  Equivalents issuable


                                       8
<PAGE>

                  upon the exercise of such Below Base Price Options, the
                  minimum aggregate amount of additional consideration payable
                  upon the exercise, conversion or exchange thereof at the time
                  such Common Stock Equivalents first become exercisable,
                  convertible or exchangeable, by (ii) the maximum total number
                  of shares of Common Stock issuable upon the exercise of all
                  such Below Base Price Options (assuming full conversion of
                  Common Stock Equivalents, if applicable). No further
                  adjustment to the Exercise Price will be made upon the actual
                  issuance of such Common Stock upon the exercise of such Below
                  Base Price Options or upon the exercise, conversion or
                  exchange of Common Stock Equivalents issuable upon exercise of
                  such Below Base Price Options.

                        (B) Issuance of Common Stock Equivalents. If the Company
                  in any manner issues or sells any Common Stock Equivalents,
                  whether or not immediately convertible (other than where the
                  same are issuable upon the exercise of Options) and the
                  effective price per share for which Common Stock is issuable
                  upon such exercise, conversion or exchange is less than the
                  Exercise Price, then the maximum total number of shares of
                  Common Stock issuable upon the exercise, conversion or
                  exchange of all such Common Stock Equivalents will, as of the
                  date of the issuance of such Common Stock Equivalents, be
                  deemed to be outstanding and to have been issued and sold by
                  the Company for such price per share and the maximum
                  consideration payable to the Company upon such exercise
                  (assuming full exercise, conversion or exchange of Common
                  Stock Equivalents, if applicable) will be deemed to have been
                  received by the Company. For the purposes of the preceding
                  sentence, the "effective price per share for which Common
                  Stock is issuable upon such exercise, conversion or exchange"
                  is determined by dividing (i) the total amount, if any,
                  received or receivable by the Company as consideration for the
                  issuance or sale of all such Common Stock Equivalents, plus
                  the minimum aggregate amount of additional consideration, if
                  any, payable to the Company upon the exercise, conversion or
                  exchange thereof at the time such Common Stock Equivalents
                  first become exercisable, convertible or exchangeable, by (ii)
                  the maximum total number of shares of Common Stock issuable
                  upon the exercise, conversion or exchange of all such Common
                  Stock Equivalents. No further adjustment to the Exercise Price
                  will be made upon the actual issuance of such Common Stock
                  upon exercise, conversion or exchange of such Common Stock
                  Equivalents.

                        (C) Change in Option Price or Conversion Rate. If there
                  is a change at any time in (i) the amount of additional
                  consideration payable to the Company upon the exercise of any
                  Options; (ii) the amount of additional consideration, if any,
                  payable to the Company upon the exercise, conversion or
                  exchange of any Common Stock Equivalents; or (iii) the rate at
                  which any Common Stock Equivalents are convertible into or
                  exchangeable for Common Stock (in each such case, other than
                  under


                                       9
<PAGE>

                  or by reason of provisions designed to protect against
                  dilution), the Exercise Price in effect at the time of such
                  change will be readjusted to the Exercise Price which would
                  have been in effect at such time had such Options or Common
                  Stock Equivalents still outstanding provided for such changed
                  additional consideration or changed conversion rate, as the
                  case may be, at the time initially granted, issued or sold.

                        (D) Calculation of Consideration Received. If any Common
                  Stock, Options or Common Stock Equivalents are issued, granted
                  or sold for cash, the consideration received therefor for
                  purposes of this Warrant will be the amount received by the
                  Company therefor, before deduction of reasonable commissions,
                  underwriting discounts or allowances or other reasonable
                  expenses paid or incurred by the Company in connection with
                  such issuance, grant or sale. In case any Common Stock,
                  Options or Common Stock Equivalents are issued or sold for a
                  consideration part or all of which shall be other than cash,
                  the amount of the consideration other than cash received by
                  the Company will be the fair market value of such
                  consideration, except where such consideration consists of
                  securities, in which case the amount of consideration received
                  by the Company will be the fair market value (closing bid
                  price, if traded on any market) thereof as of the date of
                  receipt. In case any Common Stock, Options or Common Stock
                  Equivalents are issued in connection with any merger or
                  consolidation in which the Company is the surviving
                  corporation, the amount of consideration therefor will be
                  deemed to be the fair market value of such portion of the net
                  assets and business of the non-surviving corporation as is
                  attributable to such Common Stock, Options or Common Stock
                  Equivalents, as the case may be. The fair market value of any
                  consideration other than cash or securities will be determined
                  in good faith by an investment banker or other appropriate
                  expert of national reputation selected by the Company and
                  reasonably acceptable to the holder hereof, with the costs of
                  such appraisal to be borne by the Company.

                        (E) Exceptions to Adjustment of Exercise Price.
                  Notwithstanding the foregoing, no adjustment will be made
                  under this Section 11(b) in respect of an Exempt Issuance.
                  Additionally, if an event has occurred that causes an
                  adjustment to the Exercise Price under this Section 11(b) and
                  the Holder exercise at the prior Exercise Price after such
                  occurrence but prior to notification from Company of such
                  adjustment, the Company shall immediately issue a number of
                  shares of Common Stock to the Holder to the extent necessary
                  to put the Holder in the same position as it would have been
                  had it converted at the adjusted Exercise Price and the number
                  of Warrant Shares issuable hereunder shall be adjusted to
                  reflect the number issuable had the adjustment been made
                  before notice was given.


                                       10
<PAGE>

                  (iii) Offerings of Other Property to Common Stock Holders. If
            the Company, at any time prior to the Termination Date, shall
            distribute to all holders of Common Stock (and not to Holders of the
            Warrants) evidences of its indebtedness or assets or rights or
            warrants to subscribe for or purchase any security other than the
            Common Stock (which shall be subject to Section 11(b)(i)), then in
            each such case the Exercise Price shall be adjusted by multiplying
            the Exercise Price in effect immediately prior to the record date
            fixed for determination of stockholders entitled to receive such
            distribution by a fraction of which the denominator shall be the
            Closing Price determined as of the record date mentioned above, and
            of which the numerator shall be such Closing Price on such record
            date less the then per share fair market value at such record date
            of the portion of such assets or evidence of indebtedness so
            distributed applicable to one outstanding share of the Common Stock
            as determined by the Board of Directors in good faith. In either
            case the adjustments shall be described in a statement provided to
            the Holders of the portion of assets or evidences of indebtedness so
            distributed or such subscription rights applicable to one share of
            Common Stock. Such adjustment shall be made whenever any such
            distribution is made and shall become effective immediately after
            the record date mentioned above.

                  (iv) Minimum Adjustment of Exercise Price. No adjustment of
            the Exercise Price shall be made in an amount of less than 1% of the
            Exercise Price in effect at the time such adjustment is otherwise
            required to be made, but any such lesser adjustment shall be carried
            forward and shall be made at the time and together with the next
            subsequent adjustment which, together with any adjustments so
            carried forward, shall amount to not less than 1% of such Exercise
            Price.

            (c) The Exercise Price shall be reduced upon the occurrence of a
      Triggering Event as defined in Section 6(b) of the Amendment No. 1 to the
      Certificate of Designation of Preferences, Rights and Limitations of
      Series A Convertible Preferred Stock (the "Adjusted Exercise Price") as
      follows: (i) if a Triggering Event occurs on or after the 30th day
      following the Closing but before the 150th day following the Closing, the
      Exercise Price shall be reduced by 25%; (ii) if a Triggering Event occurs
      on or after the 150th day following the Closing, the Exercise Price shall
      be reduced by 50%.

            12. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of its property, assets or business to
another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the


                                       11
<PAGE>

successor or acquiring corporation ("Other Property"), are to be received by or
distributed to the holders of Common Stock of the Company, then the Holder shall
have the right thereafter to receive, at the option of the Holder, (a) upon
exercise of this Warrant, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event or (b) cash equal to the value of this Warrant
as determined in accordance with the Black Scholes option pricing formula. In
case of any such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation (if other than the
Company) shall expressly assume the due and punctual observance and performance
of each and every covenant and condition of this Warrant to be performed and
observed by the Company and all the obligations and liabilities hereunder,
subject to such modifications as may be deemed appropriate (as determined in
good faith by resolution of the Board of Directors of the Company) in order to
provide for adjustments of Warrant Shares for which this Warrant is exercisable
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 12. For purposes of this Section 12, "common stock of the
successor or acquiring corporation" shall include stock of such corporation of
any class which is not preferred as to dividends or assets over any other class
of stock of such corporation and which is not subject to redemption and shall
also include any evidences of indebtedness, shares of stock or other securities
which are convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section 12 shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations
or disposition of assets.

            13. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

            14. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

            15. Notice of Corporate Action. If at any time:

                  (a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
any reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to, another corporation or,


                                       12
<PAGE>

                  (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

            16. Authorized Shares. The Company covenants that during the period
the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon
which the Common Stock may be listed.

            Except and to the extent as waived or consented to by the Holder,
the Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.


                                       13
<PAGE>

            Before taking any action which would result in an adjustment in the
number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

            17. Miscellaneous.

                  (a) Jurisdiction. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be determined in
accordance with the laws of the state of New York.

                  (b) Restrictions. The Holder acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.

                  (c) Nonwaiver and Expenses. No course of dealing or any delay
or failure to exercise any right hereunder on the part
of Holder shall operate as a waiver of such right or otherwise prejudice
Holder's rights, powers or remedies, notwithstanding all rights hereunder
terminate on the Termination Date. If the Company willfully and knowingly fails
to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to Holder such amounts as shall be
sufficient to cover any costs and expenses including, but not limited to,
reasonable attorneys' fees, including those of appellate proceedings, incurred
by Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.

                  (d) Notices. Any notice, request or other document required or
permitted to be given or delivered to the Holder by the Company shall be
delivered in accordance with the written instructions of the Holder and the
Company.

                  (e) Limitation of Liability. No provision hereof, in the
absence of any affirmative action by Holder to exercise this Warrant or purchase
Warrant Shares, and no enumeration herein of the rights or privileges of Holder,
shall give rise to any liability of Holder for the purchase price of any Common
Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

                  (f) Remedies. Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.


                                       14
<PAGE>

                  (g) Successors and Assigns. Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this Warrant
and shall be enforceable by any such Holder or holder of Warrant Shares.

                  (h) Amendment. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

                  (i) Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

                  (j) Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                              ********************


                                       15
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated:  August 20, 2004

                                       CORRIDOR COMMUNICATIONS CORP.

                                       By: /s/ J. Michael Heil
                                           -------------------------------------
                                           Name:  J. Michael Heil
                                           Title: CEO


                                       16
<PAGE>

                               NOTICE OF EXERCISE

To:   Corridor Communications Corp.

            (1) The undersigned hereby elects to purchase ________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2) Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the cancellation of such number of Warrant Shares as is
            necessary, in accordance with the formula set forth in subsection
            3(d), to exercise this Warrant with respect to the maximum number of
            Warrant Shares purchasable pursuant to the cashless exercise
            procedure set forth in subsection 3(d).

            (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

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

The Warrant Shares shall be delivered to the following:

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

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

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

            (4) Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D under the Securities Act of 1933, as amended.

                                  [PURCHASER]

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

                                  Dated:
                                     -------------------------------------------

<PAGE>

                                 ASSIGNMENT FORM

                        (To assign the foregoing warrant, execute
                        this form and supply required information.
                        Do not use this form to exercise the warrant.)

            FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

                                                 whose address is
------------------------------------------------

---------------------------------------------------------------.

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

                                     Dated:  ______________, _______

                       Holder's Signature:   -----------------------------

                       Holder's Address:     -----------------------------

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

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

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.