FORM OF WARRANT


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                                   DIGS, INC.

                        WARRANT TO PURCHASE COMMON STOCK


Warrant No.:   101                       Number of Shares:  100,000

Date of Issuance: March 14, 2000

Digs, Inc., a Delaware  corporation (the "Company"),  hereby certifies that, for
Ten United States  Dollars  ($10.00) and other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged,  Calp II L.P., the
registered holder hereof or its permitted assigns,  is entitled,  subject to the
terms set forth  below,  to purchase  from the Company  upon  surrender  of this
Warrant,  at any time or times on or after the date  hereof,  but not after 4:59
P.M.  Pacific  Time on the  Expiration  Date (as  defined  herein)  One  Hundred
Thousand (100,000) fully paid  nonassessable  shares of Common Stock (as defined
herein) of the Company (the  "Warrant  Shares") at the purchase  price per share
provided in Section 1(b) below;  provided,  however,  that in no event shall the
holder be entitled to exercise  this  Warrant for a number of Warrant  Shares in
excess of that  number of  Warrant  Shares  which,  upon  giving  effect to such
exercise,   would  cause  the  aggregate   number  of  shares  of  Common  Stock
beneficially  owned by the  holder  and its  affiliates  to exceed  4.99% of the
outstanding shares of the Common Stock following such exercise.  For purposes of
the  foregoing  proviso,   the  aggregate  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 proviso is being made, but shall exclude shares
of Common  Stock  which would be issuable  upon (i)  exercise of the  remaining,
unexercised  Warrants  beneficially  owned by the holder and its  affiliates and
(ii) exercise or conversion of the  unexercised  or  unconverted  portion of any
other  securities  of the  Company  beneficially  owned  by the  holder  and its
affiliates  (including,  without limitation,  any convertible notes or preferred
stock)  subject to a  limitation  on  conversion  or exercise  analogous  to the
limitation contained herein. Except as set forth in the preceding sentence,  for

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purposes  of  this  paragraph,  beneficial  ownership  shall  be  calculated  in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended.  For purposes of this Warrant, in determining the number of outstanding
shares of Common Stock a holder may rely on the number of outstanding  shares of
Common  Stock as reflected  in (1) the  Company's  most recent Form 10-Q or Form
10-K, as the case may be, (2) a more recent public  announcement  by the Company
or (3) any other notice by the Company or its transfer  agent  setting forth the
number of shares of Common Stock  outstanding.  Upon the written  request of any
holder, the Company shall promptly,  but in no event later than one (1) Business
Day following the receipt of such notice,  confirm in writing to any such 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
conversions  of Preferred  Shares and exercise of Warrants (as defined below) by
such  holder  and its  affiliates  since  the date as of which  such  number  of
outstanding shares of Common Stock was reported.

         Section 1.

          (a) Securities Purchase  Agreement.  This Warrant is one of the Common
Stock  Purchase  Warrants (the  "Warrants")  issued  pursuant to the  Securities
Purchase  Agreement dated as of March 14, 2000, among the Company and the Buyers
referred to therein (the "Securities Purchase Agreement").

          (b) Definitions. The following words and terms as used in this Warrant
shall have the following meanings:

               (i)  "Approved  Stock Plan" shall mean any employee  benefit plan
which has been  approved by the Board of Directors  of the Company,  pursuant to
which  the  Company's  securities  may be  issued to any  employee,  officer  or
director for services provided to the Company.

               (ii) "Business Day" means any day other than Saturday,  Sunday or
other day on which  commercial  banks in the City of New York are  authorized or
required by law to remain closed.

               (iii)   "Certificate   of   Designations"   means  the  Company's
Certificate of  Designations,  Preferences and Rights of the Company's  Series A
Redeemable Convertible Preferred Stock.

               (iv)  "Closing  Bid Price"  means the closing bid price of Common
Stock as quoted on the  Principal  Market (as  reported by  Bloomberg  Financial
Markets ("Bloomberg") through its "Volume at Price" function).

               (v) "Common  Stock" means (i) the  Company's  common  stock,  par
value $0.01 per share,  and (ii) any capital  stock into which such Common Stock

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shall have been changed or any capital stock  resulting from a  reclassification
of such Common Stock.

               (vi)  "Convertible  Securities"  means  any  stock or  securities
(other than Options) directly or indirectly convertible into or exchangeable for
Common Stock.

               (vii)  "Excluded  Securities"  means,  provided  such security is
issued at a price which is greater  than or equal to the  arithmetic  average of
the Closing Bid Prices of the Common Stock for the ten (10) consecutive  trading
days immediately preceding the date of issuance,  any of the following:  (a) any
issuance by the Company of securities in connection with a strategic partnership
or a joint  venture  (the  primary  purpose  of  which  is not to  raise  equity
capital),  (b) any issuance by the Company of securities as consideration  for a
merger or consolidation or the acquisition of a business,  product,  license, or
other assets of another  person or entity and (c) options to purchase  shares of
Common  Stock,  provided  (I) such  options  are  issued  after the date of this
Warrant to employees of the Company within 30 days of such employee starting his
employment with the Company, (II) an aggregate of no more than 1,000,000 options
are issued in reliance on this  exclusion  and (III) the exercise  price of such
options is not less than the Closing  Bid Price of the Common  Stock on the date
of issuance of such option.

               (viii)  "Expiration Date" means the date three (3) years from the
Issuance  Date of this  Warrant or, if such date falls on a Saturday,  Sunday or
other day on which banks are required or  authorized to be closed in the City of
New York or the State of New York or on which trading does not take place on the
principal  exchange or automated  quotation  system on which the Common Stock is
traded (a "Holiday"), the next date that is not a Holiday.

               (ix)  "Issuance  Date" means,  with respect to each Warrant,  the
date of closing  pursuant  to the  Securities  Purchase  Agreement  on which the
applicable Warrant is issued.

               (x) "Market  Price"  means,  with respect to any security for any
date of  determination,  that price which  shall be  computed as the  arithmetic
average of the Weighted  Average Price for such security on each of the five (5)
consecutive  trading days immediately  preceding such date of determination (all
such determinations to be appropriately  adjusted for any stock dividend,  stock
split or similar transaction during the pricing period).

               (xi) "Options" means any rights, warrants or options to subscribe
for or purchase Common Stock or Convertible Securities.

               (xii) "Other  Securities" means (i) those options and warrants of
the Company  issued prior to, and  outstanding  on, the date of issuance of this
Warrant,  (ii) the shares of Common  Stock  issuable on exercise of such options
and  warrants,  provided  such options and  warrants  are not amended  after the
issuance date of this Warrant, (iii) the Preferred Shares and (iv) the shares of
Common Stock  issuabale upon  conversion of the Preferred  Shares or exercise of
the Warrants.

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

               (xiv) "Preferred Shares" means the shares of the Company's Series
A Redeemable  Convertible  Preferred  Stock,  $0.01 par value per share,  issued
pursuant to the Securities Purchase Agreement.

               (xv) "Principal Market" means the over-the-counter  market on the
electronic  bulletin  board for such security as reported by Bloomberg or, if no
bid or sale  information  is reported for such security by  Bloomberg,  then the
average  of the bid prices of each of the market  makers  for such  security  as
reported in the "pink sheets" by the National Quotation Bureau, Inc.

               (xvi)  "Registration  Rights  Agreement"  means the  Registration
Rights  Agreement  dated as of March 14,  2000 by and among the  Company and the
Buyers referred to therein with respect to the registration rights pertaining to
the Common Stock issuable upon  conversion of the Preferred  Shares and exercise
of this Warrant.

               (xvii)  "Securities  Act" means the  Securities  Act of 1933,  as
amended.

               (xviii)  "Warrant"  means this Warrant and all Warrants issued in
exchange, transfer or replacement thereof.

               (xix) "Warrant Exercise Price" shall be equal to, with respect to
any Warrant  Shares,  110%of the  Closing  Bid Price of the Common  Stock on the
Issuance Date, subject to adjustment as hereinafter provided.

               (xx) "Warrant  Shares" means the shares of Common Stock  issuable
     at any time upon exercise of this Warrant.

               (xxi) "Weighted  Average Price" means, for any security as of any
date,  the  dollar  volume-weighted  average  price  for  such  security  on the
Principal  Market (as  reported by  Bloomberg).  If the Weighted  Average  Price
cannot be  calculated  for such  security  on such date on any of the  foregoing
bases,  the Weighted  Average  Price of such  security on such date shall be the
fair market value as mutually  determined  by the Company and the holders of the
Preferred  Shares.  If the Company and the holders of the Warrants are unable to
agree upon the fair market value of the Common Stock, then such dispute shall be
resolved  pursuant to Section 2(a) below with the term "Weighted  Average Price"
being  substituted  for the term "Market Price." All such  determinations  to be
appropriately  adjusted  for any stock  dividend,  stock split or other  similar
transaction during such period.



<PAGE>

          (c) Other Definitional Provisions.

               (i) Except as otherwise  specified herein,  all references herein
(A) to the Company shall be deemed to include the Company's  successors  and (B)
to any applicable  law defined or referred to herein shall be deemed  references
to  such  applicable  law as the  same  may  have  been  or  may be  amended  or
supplemented from time to time.

               (ii) When used in this Warrant, the words "herein," "hereof," and
"hereunder," and words of similar import, shall refer to this Warrant as a whole
and not to any provision of this Warrant,  and the words "Section,"  "Schedule,"
and  AExhibit"  shall refer to Sections of, and  Schedules and Exhibits to, this
Warrant unless otherwise specified.

               (iii)  Whenever  the  context  so  requires,  the  neuter  gender
includes the masculine or feminine, and the singular number includes the plural,
and vice versa.

     Section 2. Exercise of Warrant.

          (a) Subject to the terms and  conditions  hereof,  this Warrant may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  Business  Day on or after the  opening of
business  on the  date  hereof  and  prior  to  4:59  P.M.  Pacific  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as Exhibit A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant Shares to be purchased,  (ii) (A) payment to the Company of an
amount equal to the applicable  Warrant  Exercise Price multiplied by the number
of  Warrant  Shares  as to which  this  Warrant  is being  exercised  (plus  any
applicable issue or transfer taxes) (the "Aggregate  Exercise Price") in cash or
wire  transfer of  immediately  available  funds or (B) by notifying the Company
that this Warrant is being exercised pursuant to a Cashless Exercise (as defined
in Section  2(f)) and (iii) the  surrender  to a common  carrier  for  overnight
delivery to the Company as soon as practicable following such date, this Warrant
(or an  indemnification  undertaking with respect to this Warrant in the case of
its loss,  theft or  destruction).  In the event of any  exercise  of the rights
represented  by this Warrant in compliance  with this Section 2(a),  the Company
shall on the second  Business Day  following the date of receipt of the Exercise
Notice, the Aggregate Exercise Price (or notice of a Cashless Exercise) and this
Warrant (or an  indemnification  undertaking with respect to this Warrant in the
case of its loss,  theft or destruction)  (the "Exercise  Delivery  Documents"),
credit such aggregate number of shares of Common Stock to which the holder shall
be  entitled  to the  holder's  or  its  designee's  balance  account  with  The
Depository  Trust Company;  provided,  however,  if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,
then the Company shall, on or before the second  Business Day following  receipt
of the Exercise  Delivery  Documents issue and surrender to a common carrier for
overnight   delivery  to  the  address  specified  in  the  Exercise  Notice,  a
certificate,  registered in the name of the holder,  for the number of shares of
Common  Stock to which the holder  shall be entitled  pursuant to such  request.
Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause  (ii)(A)  above or  notification  to the  Company of a Cashless  Exercise
referred to in Section 2(e),  the holder of this Warrant shall be deemed for all
corporate  purposes to have  become the holder of record of the  Warrant  Shares
with respect to which this Warrant has been exercised,  irrespective of the date
of  delivery  of  this  Warrant  as  required  by  clause  (iii)  above  or  the
certificates  evidencing such Warrant Shares. In the case of a dispute as to the

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determination  of  the  Warrant  Exercise  Price  or  the  Market  Price  or the
arithmetic  calculation of the Warrant Shares,  the Company shall promptly issue
to the holder the number of Warrant Shares that is not disputed and shall submit
the  disputed  determinations  or  arithmetic  calculations  to the  holder  via
facsimile  within one (1) Business  Day of receipt of the holder's  subscription
notice. If the holder and the Company are unable to agree upon the determination
of the Warrant  Exercise  Price or arithmetic  calculation of the Warrant Shares
within one day of such disputed  determination or arithmetic  calculation  being
submitted to the holder, then the Company shall immediately submit via facsimile
(i) the disputed determination of the Warrant Exercise Price or the Market Price
to an  independent,  reputable  investment  banking  firm or (ii)  the  disputed
arithmetic  calculation  of  the  Warrant  Shares  to its  independent,  outside
accountant  The  Company  shall  cause  the  investment   banking  firm  or  the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

          (b) Unless the rights  represented  by this Warrant shall have expired
or shall have been fully  exercised,  the Company shall,  as soon as practicable
and in no event later than five (5) Business  Days after any exercise and at its
own  expense,  issue a new Warrant  identical  in all  respects to this  Warrant
exercised  except it shall  represent  rights to purchase  the number of Warrant
Shares  purchasable  immediately  prior  to such  exercise  under  this  Warrant
exercised,  less the number of Warrant Shares with respect to which such Warrant
is exercised.

          (c) No fractional Warrant Shares are to be issued upon the exercise of
this  Warrant,  but rather the number of Warrant  Shares issued upon exercise of
this Warrant shall be rounded up or down to the nearest whole number.

          (d) If the Company shall fail for any reason or for no reason to issue
to the holder within three (3) Business Days of receipt of the Exercise Delivery
Documents, a certificate for the number of Warrant Shares to which the holder is
entitled or to credit the holder's  balance  account with The  Depository  Trust
Company  for such  number of  Warrant  which the  holder  is  entitled  upon the
holder's  exercise of this Warrant,  the Company shall, in addition to any other
remedies  under this Warrant or the Securities  Purchase  Agreement or otherwise
available to such holder,  including any indemnification  under Section 8 of the
Securities Purchase Agreement,  pay as additional damages in cash to such holder
on each day the issuance of such  certificate  for Warrant  Shares is not timely
effected an amount  equal to 0.5% of the product of (A) the sum of the number of
Warrant  Shares  not  issued to the  holder  on a timely  basis and to which the
holder is  entitled,  and (B) the average of the Weighted  Average  Price of the
Common Stock for the three  consecutive  trading days immediately  preceding the
last  possible date which the Company could have issued such Common Stock to the
holder without violating this Section 2.

          (e) If within five (5) Business  Days after the  Company's  receipt of

<PAGE>


the Exercise Delivery  Documents,  the Company fails to deliver a new Warrant to
the holder for the number of Warrant Shares of Common Stock to which such holder
is entitled  pursuant to Section  2(b)  hereof,  then,  in addition to any other
available  remedies  under this Warrant or the  Securities  Purchase  Agreement,
including  indemnification pursuant to Section 8 thereof, or otherwise available
to such  holder,  the Company  shall pay as  additional  damages in cash to such
holder on each day after such fifth  (5th)  Business  Day that such  delivery of
such new  Warrant  is not  timely  effected  in an  amount  equal to 0.5% of the
product of (A) the number of Warrant  Shares  represented by the portion of this
Warrant which is not being exercised and (B) the average of the Weighted Average
Prices of the Common Stock for the three  consecutive  trading days  immediately
preceding  the last  possible  date which the  Company  could have  issued  such
Warrant to the holder without violating this Section 2.

          (f) The holder of this Warrant  may, at its election  exercised in its
sole  discretion,  exercise  this  Warrant  in whole or in part and,  in lieu of
making the cash payment  otherwise  contemplated  to be made to the Company upon
such  exercise in payment of the  Aggregate  Exercise  Price,  elect  instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless Exercise"):

         Net Number = (A x B) - (A x C)
                      -----------------
                              B

          For purposes of the foregoing formula:

               A=   the total  number  of  shares  with  respect  to which  this
                    Warrant is then being exercised.

               B=   the Closing  Sale Price (as  reported in  Bloomberg)  of the
                    Common Stock on the date  immediately  preceding the date of
                    the subscription notice.

               C=   the Warrant Exercise Price then in effect for the applicable
                    Warrant Shares at the time of such exercise.

     Section 3. Covenants as to Common Stock.  The Company hereby  covenants and
agrees as follows:

          (a) This Warrant is, and any Warrants  issued in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

          (b) All Warrant  Shares  which may be issued upon the  exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue thereof.

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          (c) During  the period  within  which the rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

          (d) The Company shall promptly file a registration  statement with the
Securities  and Exchange  Commission to secure the listing of the Warrant Shares
on the Principal  Market in accordance  with the terms and conditions  regarding
the  registration  rights of holders of Warrants  set forth in the  Registration
Rights Agreement and shall maintain, so long as any other shares of Common Stock
shall be so  listed,  such  listing  of all  Warrant  Shares  from  time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national securities exchange or automated quotation system, as the case may
be, and shall maintain such listing of, any other shares of capital stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of the same  class  shall be  listed on such  national  securities  exchange  or
automated quotation system.

          (e)  The  Company  will  not,  by  amendment  of  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 to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  No impairment of the designations,  preferences and rights of the
Preferred Shares  contained in the Company's  Certificate of Designations or any
waiver thereof which has an adverse effect on the rights granted hereunder shall
be given effect until the Company has taken appropriate action  (satisfactory to
the  holders of the  Warrants  representing  a majority  of the shares of Common
Stock  issuable upon the exercise of such Warrants  then  outstanding)  to avoid
such  adverse  effect  with  respect  to  this  Warrant.  Without  limiting  the
generality of the foregoing,  the Company (i) will not increase the par value of
any shares of Common Stock  receivable  upon the exercise of this Warrant  above
the Warrant  Exercise Price then in effect,  and (ii) will take all such actions
as may be  necessary  or  appropriate  in order that the Company may validly and
legally  issue  fully  paid and  nonassessable  shares of Common  Stock upon the
exercise of this Warrant.

          (f) This  Warrant will be binding  upon any entity  succeeding  to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's assets.

     Section 4.  Taxes.  The  Company  shall pay any and all taxes  which may be
payable  with  respect to the  issuance  and  delivery  of Warrant  Shares  upon
exercise of this Warrant.

<PAGE>


     Section 5.  Warrant  Holder Not Deemed a  Stockholder.  Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the holder of this Warrant of the Warrant  Shares which he or she is
then  entitled to receive  upon the due exercise of this  Warrant.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase  any  securities  (upon  exercise of this  Warrant or
otherwise)  or as a stockholder  of the Company,  whether such  liabilities  are
asserted by the Company or by  creditors of the  Company.  Notwithstanding  this
Section 5, the Company  will  provide the holder of this  Warrant with copies of
the same notices and other  information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

     Section 6.  Representations of Holder.  The holder of this Warrant,  by the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment  only and not with a view towards,  or
for resale in connection  with, the public sale or  distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the  Securities  Act (an  "Accredited  Investor").  Upon  exercise of this
Warrant,  other than  pursuant  to a Cashless  Exercise,  the holder  shall,  if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company,  that the Warrant Shares so purchased are being acquired solely for the
holder's own account and not as a nominee for any other party,  for  investment,
and not with a view  toward  distribution  or resale and that such  holder is an
Accredited  Investor.  If such holder cannot make such  representations  because
they would be  factually  incorrect,  it shall be a condition  to such  holder's
exercise of this Warrant,  other than pursuant to a Cashless Exercise,  that the
Company receive such other  representations as the Company considers  reasonably
necessary  to assure  the  Company  that the  issuance  of its  securities  upon
exercise of this Warrant shall not violate any United States or state securities
laws.

     Section 7. Ownership and Transfer.

          (a) The Company shall maintain at its principal  executive offices (or
such other office or agency of the Company as it may  designate by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the

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person in whose name any Warrant is  registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events  recognizing  any transfers  made in accordance  with the terms of
this Warrant.

          (b) This Warrant and the rights granted hereunder shall not be
assignable by the holder hereof without the written consent of the Company.

          (c) The Company is obligated to register the Warrant Shares for resale
under the Securities Act pursuant to the  Registration  Rights Agreement and the
initial  holder of this Warrant (and certain  assignees  thereof) is entitled to
the  registration  rights in respect of the  Warrant  Shares as set forth in the
Registration Rights Agreement.

     Section 8. Adjustment of Warrant  Exercise Price and Number of Shares.  The
Warrant  Exercise  Price and the number of shares of Common Stock  issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:

          (a)  Adjustment  of Warrant  Exercise  Price and Number of Shares upon
Issuance of Common Stock.  If and whenever on or after the Issuance Date of this
Warrant,  the Company issues or sells,  or is deemed to have issued or sold, any
shares of Common Stock (other than (i)  Excluded  Securities  and (ii) shares of
Common  Stock  which are issued or deemed to have been  issued by the Company in
connection  with an Approved  Stock Plan or upon  exercise or  conversion of the
Other  Securities)  for a  consideration  per  share  less  than  a  price  (the
"Applicable  Price") equal to the Warrant  Exercise Price in effect  immediately
prior to such issuance or sale,  then  immediately  after such issue or sale the
Warrant  Exercise  Price then in effect  shall be reduced to an amount  equal to
such  consideration per share. Upon each such adjustment of the Warrant Exercise
Price  hereunder,  the number of Warrant  Shares  issuable upon exercise of this
Warrant shall be adjusted to the number of shares  determined by multiplying the
Warrant  Exercise Price in effect  immediately  prior to such  adjustment by the
number of Warrant  Shares  issuable  upon  exercise of this Warrant  immediately
prior to such  adjustment  and  dividing  the  product  thereof  by the  Warrant
Exercise Price resulting from such djustment.

          (b) Effect on Warrant  Exercise Price of Certain Events.  For purposes
of determining the adjusted Warrant Exercise Price under Section 8(a) above, the
following shall be applicable:

               (i) Issuance of Options.  If the Company in any manner grants any
Options  and the lowest  price per share for which one share of Common  Stock is
issuable upon the exercise of any such Option or upon  conversion or exchange of
any  Convertible  Securities  issuable  upon exercise of any such Option is less
than the Applicable Price, then such share of Common Stock shall be deemed to be
outstanding  and to have been  issued and sold by the Company at the time of the
granting or sale of such Option for such price per share.  For  purposes of this
Section 8(b)(i), the "lowest price per share for which one share of Common Stock
is issuable upon exercise of such Options or upon conversion or exchange of such

<PAGE>


Convertible  Securities"  shall  be equal to the sum of the  lowest  amounts  of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the  Option  or upon  conversion  or  exchange  of any  Convertible  Security
issuable  upon  exercise of such Option.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual issuance of such Common Stock or of
such Convertible Securities upon the exercise of such Options or upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  Convertible
Securities.

               (ii) Issuance of  Convertible  Securities.  If the Company in any
manner issues or sells any Convertible Securities and the lowest price per share
for which one share of Common Stock is issuable upon the  conversion or exchange
thereof is less than the Applicable Price, then such share of Common Stock shall
be deemed to be  outstanding  and to have been issued and sold by the Company at
the time of the issuance or sale of such  Convertible  Securities for such price
per share.  For the purposes of this  Section  8(b)(ii),  the "lowest  price per
share for which one share of Common Stock is issuable  upon such  conversion  or
exchange" shall be equal to the sum of the lowest amounts of  consideration  (if
any)  received or  receivable by the Company with respect to one share of Common
Stock upon the issuance or sale of the Convertible  Security and upon conversion
or exchange of such Convertible  Security.  No further adjustment of the Warrant
Exercise Price shall be made upon the actual  issuance of such Common Stock upon
conversion or exchange of such Convertible Securities,  and if any such issue or
sale of such  Convertible  Securities  is made upon  exercise of any Options for
which  adjustment  of the  Warrant  Exercise  Price  had  been or are to be made
pursuant to other provisions of this Section 8(b), no further  adjustment of the
Warrant Exercise Price shall be made by reason of such issue or sale.

               (iii)  Change  in  Option  Price  or Rate of  Conversion.  If the
purchase price provided for in any Options,  the  additional  consideration,  if
any,  payable  upon  the  issue,  conversion  or  exchange  of  any  Convertible
Securities, or the rate at which any Convertible Securities are convertible into
or exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in effect at the time of such change  shall be adjusted to the Warrant  Exercise
Price  which  would  have  been in  effect  at such  time  had such  Options  or
Convertible  Securities  provided for such changed  purchase  price,  additional
consideration  or  changed  conversion  rate,  as the case  may be,  at the time
initially granted, issued or sold and the number of Warrant Shares issuable upon
exercise of this Warrant shall be  correspondingly  readjusted.  For purposes of
this Section 8(b)(iii),  if the terms of any Option or Convertible Security that
was  outstanding  as of the  Issuance  Date of this  Warrant  are changed in the
manner  described in the  immediately  preceding  sentence,  then such Option or
Convertible  Security  and the  Common  Stock  deemed  issuable  upon  exercise,
conversion  or  exchange  thereof  shall be deemed to have been issued as of the
date of such change.  No adjustment  pursuant to this Section 8(b) shall be made
if such  adjustment  would result in an increase of the Warrant  Exercise  Price
then in effect.

          (c) Effect on Warrant  Exercise Price of Certain Events.  For purposes
of determining the adjusted Warrant Exercise Price under Sections 8(a) and 8(b),
the following shall be applicable:

<PAGE>


               (i) Calculation of Consideration  Received.  If any Common Stock,
Options  or  Convertible  Securities  are  issued or sold or deemed to have been
issued or sold for cash, the  consideration  received therefor will be deemed to
be the net amount received by the Company therefor. If any Common Stock, Options
or  Convertible  Securities  are issued or sold for a  consideration  other than
cash, the amount of such consideration  received by the Company will be the fair
value  of such  consideration,  except  where  such  consideration  consists  of
marketable securities, in which case the amount of consideration received by the
Company  will be the Market Price of such  securities  on the date of receipt of
such  securities.  If any Common Stock,  Options or  Convertible  Securities are
issued to the owners of the  non-surviving  entity in connection with any merger
in which the  Company  is the  surviving  entity,  the  amount of  consideration
therefor  will be deemed to be the fair value of such  portion of the net assets
and  business  of the  non-surviving  entity as is  attributable  to such Common
Stock, Options or Convertible Securities,  as the case may be. The fair value of
any  consideration  other than cash or securities will be determined  jointly by
the Company and the holders of Warrants  representing at least two-thirds (b) of
the Warrant Shares issuable upon exercise of the Warrants then  outstanding.  If
such  parties  are  unable to reach  agreement  within  ten (10) days  after the
occurrence of an event  requiring  valuation (the "Valuation  Event"),  the fair
value of such  consideration  will be  determined  within five (5) Business Days
after the tenth (10th) day  following  the  Valuation  Event by an  independent,
reputable  appraiser jointly selected by the Company and the holders of Warrants
representing  at  least  two-thirds  (b) of the  Warrant  Shares  issuable  upon
exercise of the Warrants then  outstanding.  The determination of such appraiser
shall be final and binding  upon all  parties and the fees and  expenses of such
appraiser shall be borne jointly by the Company and the holders of Warrants.

               (ii)  Integrated  Transactions.  In case any  Option is issued in
connection with the issue or sale of other  securities of the Company,  together
comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such Options by the parties thereto,  the Options will be deemed to
have been issued for a consideration of $.01.

               (iii)  Treasury  Shares.  The  number of  shares of Common  Stock
outstanding  at any given time does not include  shares  owned or held by or for
the account of the Company,  and the  disposition of any shares so owned or held
will be considered an issue or sale of Common Stock.

               (iv) Record Date. If the Company takes a record of the holders of
Common  Stock for the  purpose of  entitling  them (1) to receive a dividend  or
other distribution payable in Common Stock, Options or in Convertible Securities
or (2) to  subscribe  for or  purchase  Common  Stock,  Options  or  Convertible
Securities,  then such record date will be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.


<PAGE>

          (d)  Adjustment  of  Warrant   Exercise  Price  upon   Subdivision  or
Combination  of  Common  Stock.  If the  Company  at any time  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock into a greater  number of shares,  any Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock  obtainable  upon  exercise of this Warrant
will be proportionately  increased. If the Company at any time after the date of
issuance  of this  Warrant  combines  (by  combination,  reverse  stock split or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to such combination will be proportionately  increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any  adjustment  under this Section 8(d) shall become  effective at the close of
business on the date the subdivision or combination becomes effective.

          (e)  Distribution of Assets.  If the Company shall declare or make any
dividend or other  distribution  of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without  limitation,  any  distribution  of cash,  stock  or  other  securities,
property or options by way of a dividend, spin off, reclassification,  corporate
rearrangement  or other similar  transaction)  (a  "Distribution"),  at any time
after the issuance of this Warrant, then, in each such case:

               (i) any Warrant Exercise Price in effect immediately prior to the
close of business on the record date fixed for the  determination  of holders of
Common Stock entitled to receive the Distribution shall be reduced, effective as
of the  close  of  business  on  such  record  date,  to a price  determined  by
multiplying such Warrant Exercise Price by a fraction of which (A) the numerator
shall  be the  Closing  Sale  Price  of the  Common  Stock  on the  trading  day
immediately  preceding such record date minus the value of the  Distribution (as
determined in good faith by the Company's Board of Directors)  applicable to one
share of Common Stock,  and (B) the denominator  shall be the Closing Sale Price
of the Common Stock on the trading day  immediately  preceding such record date;
and

               (ii)  either  (A) the number of Warrant  Shares  obtainable  upon
exercise of this  Warrant  shall be increased to a number of shares equal to the
number of shares of Common Stock  obtainable  immediately  prior to the close of
business  on the record  date fixed for the  determination  of holders of Common
Stock entitled to receive the  Distribution  multiplied by the reciprocal of the
fraction set forth in the immediately  preceding clause (i), or (B) in the event
that the  Distribution  is of common  stock of a company  whose  common stock is
traded on a  national  securities  exchange  or a national  automated  quotation
system,  then the holder of this Warrant shall receive an additional  warrant to
purchase  Common  Stock,  the terms of which shall be identical to those of this
Warrant,  except that such warrant shall be  exercisable  into the amount of the
assets that would have been  payable to the holder of this  Warrant  pursuant to
the Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to

<PAGE>


the terms of the immediately preceding clause (i).

          (f) Certain  Events.  If any event occurs of the type  contemplated by
the  provisions  of  this  Section  8 but  not  expressly  provided  for by such
provisions  (including,  without limitation,  the granting of stock appreciation
rights,  phantom  stock rights or other rights with equity  features),  then the
Company's Board of Directors will make an appropriate  adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise
of this  Warrant so as to protect  the  rights of the  holders of the  Warrants;
provided that no such adjustment pursuant to this Section 8(f) will increase the
Warrant  Exercise  Price or  decrease  the  number of  shares  of  Common  Stock
obtainable as otherwise determined pursuant to this Section 8.

          (g) Notices.

               (i)  Immediately  upon any  adjustment  of the  Warrant  Exercise
Price,  the  Company  will give  written  notice  thereof  to the holder of this
Warrant, setting forth in reasonable detail, and certifying,  the calculation of
such adjustment.

               (ii) The Company will give  written  notice to the holder of this
Warrant at least ten (10) days prior to the date on which the Company closes its
books or takes a record (A) with  respect to any dividend or  distribution  upon
the Common Stock, (B) with respect to any pro rata subscription offer to holders
of  Common  Stock or (C) for  determining  rights to vote  with  respect  to any
Organic Change (as defined  below),  dissolution or  liquidation,  provided that
such  information  shall be made known to the public prior to or in  conjunction
with such notice being provided to such holder.

               (iii) The Company will also give written  notice to the holder of
this  Warrant  at least  ten (10) days  prior to the date on which  any  Organic
Change,   dissolution  or  liquidation  will  take  place,  provided  that  such
information  shall be made known to the public prior to or in  conjunction  with
such notice being provided to such holder.

     Section   9.    Purchase    Rights;    Reorganization,    Reclassification,
Consolidation, Merger or Sale.

          (a) In addition to any adjustments  pursuant to Section 8 above, if at
any time the Company grants, issues or sells any Options, Convertible Securities
or rights to purchase stock, warrants,  securities or other property pro rata to
the record  holders of any class of Common Stock (the "Purchase  Rights"),  then
the  holder  of this  Warrant  will be  entitled  to  acquire,  upon  the  terms
applicable to such Purchase  Rights,  the aggregate  Purchase  Rights which such
holder  could  have  acquired  if such  holder  had held the number of shares of
Common Stock  acquirable  upon  complete  exercise of this  Warrant  immediately
before  the date on which a record is taken for the grant,  issuance  or sale of
such Purchase  Rights,  or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale

<PAGE>


of such Purchase Rights.

          (b)   Any    recapitalization,    reorganization,    reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another Person or other  transaction in each case which is effected in such a
way that  holders of Common Stock are  entitled to receive  (either  directly or
upon subsequent  liquidation) stock,  securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "Organic Change". Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the "Acquiring  Entity") a written  agreement (in form and substance
satisfactory to the holders of Warrants  representing at least two-thirds (b) of
the Warrant Shares  issuable upon exercise of the Warrants then  outstanding) to
deliver to each holder of Warrants in exchange for such Warrants,  a security of
the Acquiring Entity evidenced by a written instrument  substantially similar in
form and  substance  to this  Warrant  and  satisfactory  to the  holders of the
Warrants  (including an adjusted  warrant  exercise price equal to the value for
the Common Stock reflected by the terms of such  consolidation,  merger or sale,
and exercisable for a corresponding  number of shares of Common Stock acquirable
and receivable upon exercise of the Warrants  (without regard to any limitations
or exercise),  if the value so reflected is less than any Warrant Exercise Price
in effect immediately prior to such consolidation, merger or sale). Prior to the
consummation  of any other Organic  Change,  the Company shall make  appropriate
provision  (in  form and  substance  satisfactory  to the  holders  of  Warrants
representing  a majority of the Warrant  Shares  issuable  upon  exercise of the
Warrants  then  outstanding)  to insure that each of the holders of the Warrants
will  thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the Warrant Shares immediately  theretofore issuable and
receivable  upon the exercise of such holder's  Warrants  (without regard to any
limitations on exercise),  such shares of stock, securities or assets that would
have been  issued or  payable  in such  Organic  Change  with  respect  to or in
exchange  for the number of Warrant  Shares  which would have been  issuable and
receivable  upon the  exercise of such  holder's  Warrant as of the date of such
Organic Change  (without  taking into account any limitations or restrictions on
the exercisability of this Warrant).

     Section 10. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant
is lost, stolen,  mutilated or destroyed, the Company shall promptly, on receipt
of an indemnification  undertaking (or, in the case of a mutilated Warrant,  the
Warrant),  issue a new Warrant of like denomination and tenor as this Warrant so
lost, stolen, mutilated or destroyed.

     Section 11. Notice. Any notices,  consents, waivers or other communications
required or  permitted  to be given under the terms of this  Warrant  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one Business Day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly

<PAGE>


addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

         If to the Company:
                  Digs, Inc.
                  17327 Ventura Blvd.
                  Encino, CA 91316
                  Telephone: (818) 995-3650
                  Facsimile: (818)  789-3985
                  Attention: President

         With a copy to:

                  Silverman, Collura & Chernis, P.C.
                  381 Park Avenue South, Suite 1601
                  New York, New York 10016
                  Telephone:  (212) 779-8600
                  Facsimile:  (212) 779-8858
                  Attention:  Martin C. Licht, Esq.

     If to a holder of this Warrant,  to it at the address and facsimile  number
set forth on the Schedule of Buyers to the Securities Purchase  Agreement,  with
copies to such holder's representatives as set forth on such Schedule of Buyers,
or at such other address and facsimile as shall be delivered to the Company upon
the issuance or transfer of this  Warrant.  Each party shall  provide five days'
prior  written  notice to the other party of any change in address or  facsimile
number.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     Section 12. Date. The date of this Warrant is March 14, 2000. This Warrant,
in all events, shall be wholly void and of no effect after the close of business
on the Expiration Date, except that notwithstanding any other provisions hereof,
the  provisions  of Section  7(c) shall  continue in full force and effect after
such date as to any Warrant Shares or other securities  issued upon the exercise
of this Warrant.

     Section 13. Amendment and Waiver.  Except as otherwise provided herein, the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company has  obtained  the  written  consent of the holders of
Warrants  representing  at least  two-thirds (b) of the Warrant Shares  issuable
upon exercise of the Warrants then outstanding; provided that no such action may

<PAGE>


increase the Warrant Exercise Price or decrease the number of shares or class of
stock obtainable upon exercise of any Warrant without the written consent of the
holder of such Warrant.

     Section 14. Descriptive  Headings;  Governing Law. The descriptive headings
of the  several  sections  and  paragraphs  of this  Warrant  are  inserted  for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Delaware  shall govern all issues  concerning  the relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
New York, or any other  jurisdiction)  that would cause the  application  of the
laws of any jurisdiction other than the State of New York.


                            [Signature Page Follows]



<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
Peter B. Dunn, its President, to be effective as of the 14th day of March, 2000.


                                                DIGS, INC.

                                                    By: /s/   PETER B. DUNN
                                                              --------------
                                                       Name:  Peter B. Dunn
                                                       Title: President


<PAGE>


                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM
        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
                                   DIGS, INC.


         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common  Stock  ("Warrant  Shares")  of Digs,
Inc., a Delaware corporation (the "Company"),  evidenced by the attached Warrant
(the "Warrant").  Capitalized  terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.

         1. Form of Warrant  Exercise Price.  The Holder intends that payment of
the Warrant Exercise Price shall be made as:

 ____________      a "Cash Exercise" with respect to _________________ Warrant
Shares; and/or

 ____________      a "Cashless  Exercise" with respect to  _______________
Warrant Shares (to the extent permitted by the terms of the Warrant).

         2. Payment of Warrant  Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

         Date: _______________ __, ______



                            Name of Registered Holder

                       By:
         Name:
         Title:



<PAGE>



                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


         FOR VALUE RECEIVED,  the undersigned does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of Digs, Inc., a Delaware  corporation,
represented  by  warrant  certificate  no.  _____,  standing  in the name of the
undersigned  on the  books of said  corporation.  The  undersigned  does  hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


         Dated:  _________, ____




                                         By:      _____________________________
                                         Its:     _____________________________