10.2 (1) Form of Common Stock Purchase Warrant


THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID
ACT AND APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO AUTOCARBON.COM, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Right to  Purchase  _________  Shares of Common  Stock of  Autocarbon.com,  Inc.
subject to adjustment as provided herein)


                          COMMON STOCK PURCHASE WARRANT

No. ___                                          Issue Date:              , 2001

         Autocarbon.com,  Inc., a  corporation  organized  under the laws of the
State of Delaware (the  "Company"),  hereby  certifies that, for value received,
______________________ or permissable assigns, is entitled, subject to the terms
set forth below,  to purchase  from the Company after the Issue Date at any time
or from time to time  before  5:00 p.m.,  New York time,  on July 31,  2003 (the
"Expiration  Date"),  up to  _________  fully paid and  nonassessable  shares of
Common  Stock (as  hereinafter  defined),  $.0001  par value per  share,  of the
Company,  at a purchase  price of $0.25 per share of Common Stock (such purchase
price per share as adjusted from time to time as herein  provided is referred to
herein as the  "Purchase  Price").  The number and  character  of such shares of
Common  Stock and the  Purchase  Price are  subject to  adjustment  as  provided
herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

         (a)      The term Company  shall include  Autocarbon.com,  Inc. and any
         corporation   which  shall  succeed  or  assume  the   obligations   of
         Autocarbon.com, Inc. hereunder.

         (b)      The term  "Common  Stock"  includes (a) the  Company's  Common
         Stock,  $.0001 par value per share,  as  authorized  on the date of the
         Agreement, (b) any other capital stock of any class or classes (however
         designated)  of the  Company,  authorized  on or after such  date,  the
         holders of which shall have the right, without limitation as to amount,


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         either to all or to a share of the  balance  of current  dividends  and
         liquidating  dividends after the payment of dividends and distributions
         on any shares  entitled to  preference,  and the holders of which shall
         ordinarily,  in the absence of  contingencies,  be entitled to vote for
         the  election of a majority of  directors  of the Company  (even if the
         right  so to  vote  has  been  suspended  by the  happening  of  such a
         contingency)  and (c) any other  securities into which or for which any
         of the securities described in (a) or (b) may be converted or exchanged
         pursuant to a plan of recapitalization, reorganization, merger, sale of
         assets or otherwise.

         (c)      The term "Other  Securities"  refers to any stock  (other than
         Common  Stock) and other  securities of the Company or any other person
         (corporate  or  otherwise)  which the holder of the Warrant at any time
         shall be entitled to receive,  or shall have received,  on the exercise
         of the Warrant,  in lieu of or in addition to Common Stock, or which at
         any time shall be issuable or shall have been issued in exchange for or
         in replacement of Common Stock or Other Securities  pursuant to Section
         5 or otherwise.

1. Exercise of Warrant.

         1.1. Number of Shares  Issuable upon Exercise.  From and after the date
hereof  through and including the  Expiration  Date,  the holder hereof shall be
entitled to receive,  upon exercise of this Warrant in whole in accordance  with
the  terms  of  subsection  1.2 or  upon  exercise  of this  Warrant  in part in
accordance  with  subsection  1.3,  the number of shares of Common  Stock of the
Company identified on Page 1 hereof,  subject to adjustment  pursuant to Section
4.

         1.2. Full Exercise. This Warrant may be exercised in full by the holder
hereof by surrender of this Warrant,  with the form of subscription  attached as
Exhibit A hereto (the  Subscription  Form") duly executed by such holder, to the
Company  at its  principal  office  or at the  office of its  Warrant  agent (as
provided in Section  11),  accompanied  by payment,  in cash or by  certified or
official bank check payable to the order of the Company,  in the amount obtained
by  multiplying  the number of shares of Common  Stock for which this Warrant is
then exercisable by the Purchase Price (as hereinafter defined) then in effect.

         1.3. Partial  Exercise.  This Warrant may be exercised in part (but not
for a  fractional  share) by  surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of shares of Common Stock designated by the holder in the  Subscription  Form by
(b) the Purchase  Price.  On any such  partial  exercise,  the  Company,  at its
expense,  will  forthwith  issue and  deliver to or upon the order of the holder
hereof a new Warrant of like tenor,  in the name of the holder hereof or as such
holder  (upon  payment by such holder of any  applicable  transfer  taxes),  may
request,  the number of shares of Common  Stock for which such Warrant may still
be exercised.

<PAGE>

         1.4. Fair Market Value. Fair Market Value of a share of Common Stock as
of a particular date (the "Determination Date") shall mean the Fair Market Value
of a share of the Company's Common Stock. Fair Market Value of a share of Common
Stock as of a Determination Date shall mean:

         (a)      If the  Company's  Common Stock is traded on an exchange or is
quoted  on the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ") National Market System or the NASDAQ SmallCap Market, then
the closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

         (b)      If the Company's  Common Stock is not traded on an exchange or
on the NASDAQ National Market System or the NASDAQ SmallCap Market but is traded
in the  over-the-counter  market,  then the mean of the  closing  bid and  asked
prices   reported  for  the  last   business  day   immediately   preceding  the
Determination Date.

         (c)      Except as  provided  in clause  (d)  below,  if the  Company's
Common Stock is not publicly traded, then as the Holder and the Company agree or
in the absence of agreement by  arbitration  in  accordance  with the rules then
standing of the American Arbitration Association,  before a single arbitrator to
be chosen from a panel of persons qualified by education and training to pass on
the matter to be decided.

         (d)      If the  Determination  Date  is  the  date  of a  liquidation,
dissolution or winding up, or any event deemed to be a liquidation,  dissolution
or winding up pursuant to the Company's charter,  then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such  liquidation,  dissolution  or  winding  up,  plus all other  amounts to be
payable  per share in  respect  of the  Common  Stock in  liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are  outstanding
at the Determination Date.

         1.5.  Company  Acknowledgment.  The  Company  will,  at the time of the
exercise of the Warrant,  upon the request of the holder hereof  acknowledge  in
writing its  continuing  obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Warrant.  If the  holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

         1.6.  Trustee  for Warrant  Holders.  In the event that a bank or trust
company  shall have been  appointed  as trustee for the holders of the  Warrants
pursuant to Subsection 3.1, such bank or trust company shall have all the powers
and duties of a warrant agent appointed pursuant to Section 10 and shall accept,
in its own name for the account of the Company or such  successor  person as may
be  entitled  thereto,  all  amounts  otherwise  payable to the  Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.


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         2. Delivery of Stock Certificates, etc. on Exercise. The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the holder  hereof as the record  owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within 10 days  thereafter,  the  Company at its expense  (including  the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder  hereof,  or as such holder (upon payment by such
holder  of  any  applicable   transfer  taxes)  may  direct,  a  certificate  or
certificates  for  the  number  of duly  and  validly  issued,  fully  paid  and
nonassessable  shares of Common Stock (or Other Securities) to which such holder
shall be entitled on such  exercise,  plus, in lieu of any  fractional  share to
which such holder  would  otherwise  be  entitled,  cash equal to such  fraction
multiplied  by the then Fair Market Value of one full share,  together  with any
other stock or other securities and property  (including cash, where applicable)
to which such holder is  entitled  upon such  exercise  pursuant to Section 1 or
otherwise.

3. Adjustment for Reorganization, Consolidation, Merger, etc.

         3.1. Reorganization, Consolidation, Merger, etc. In case at any time or
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 5.

         3.2.  Dissolution.  In the  event  of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable)  receivable by the holders of the Warrants, if exercised,  after the
effective date of such dissolution pursuant to this Section 3 to a bank or trust
company  having its principal  office in New York, NY, as trustee for the holder
or holders of the Warrants.

<PAGE>

         3.3.  Continuation of Terms.  Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly assumed the terms of this Warrant as provided in Section 5.

         4.  Extraordinary  Events Regarding Common Stock. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

         5. Chief Financial  Officer's  Certificate as to  Adjustments.  In each
case of any adjustment or  readjustment  in the shares of Common Stock (or Other
Securities) issuable on the exercise of the Warrants, the Company at its expense
will promptly cause its Chief  Financial  Officer to compute such  adjustment or
readjustment  in  accordance  with  the  terms  of the  Warrant  and  prepare  a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 10 hereof).

<PAGE>

         6.  Reservation  of  Stock,  etc.  Issuable  on  Exercise  of  Warrant;
Financial Statements.  The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants,  all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant.  This Warrant  entitles the holder hereof to receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

         7.  Assignment;   Exchange  of  Warrant.  Subject  to  compliance  with
applicable  Securities laws, and delivery of such representations and warranties
as shall  reasonably be requested by the Company,  this Warrant,  and the rights
evidenced  hereby,  may  be  transferred  by any  registered  holder  hereof  (a
"Transferor")  with respect to any or all of the Shares.  On the  surrender  for
exchange  of this  Warrant,  with the  Transferor's  endorsement  in the form of
Exhibit B attached hereto (the Transferor  Endorsement  Form"),  to the Company,
the Company at its expense but with payment by the  Transferor of any applicable
transfer  taxes)  will issue and  deliver  to or on the order of the  Transferor
thereof a new Warrant or Warrants of like tenor,  in the name of the  Transferor
and/or the transferee(s)  specified in such Transferor  Endorsement Form (each a
"Transferee"),  calling in the  aggregate  on the face or faces  thereof for the
number of shares of Common  Stock called for on the face or faces of the Warrant
so surrendered by the Transferor.

         8.   Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.  Registration  Rights.  The holder of this  Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth in a  Subscription  Agreement  entered into by the initial  holder of this
Warrant and the  Company in  connection  with the  purchase of the Unit of which
this Warrant is a part. The terms of the Subscription Agreement and Registration
Rights Agreement referred to therein are incorporated herein by this reference.

         10.  Warrant  Agent.  The Company  may,  by written  notice to the each
holder of the Warrant, appoint an agent having an office in New York, NY for the
purpose of issuing  Common Stock (or Other  Securities)  on the exercise of this
Warrant  pursuant to Section 1, exchanging  this Warrant  pursuant to Section 7,
and replacing this Warrant  pursuant to Section 8, or any of the foregoing,  and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.

         11. Transfer on the Company's Books.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

<PAGE>

         12.  Call  Option.  The  Company  shall  have the  option to "call" the
Warrants (the "Warrant Call"), in accordance with and governed by the following:

         (a)      The Company shall  exercise the Warrant Call by giving to each
Warrant Holder a written notice of call (the "Call Notice") at any time prior to
the Expiration Date.

         (b)      The Warrant  Holders shall  exercise  their Warrant rights and
purchase the  appropriate  number of shares of Common Stock and pay for same all
within 10 business days of the date of the Call Notice.  Any Warrants  which are
Called and not exercised during such 10 business day period shall thereafter not
be exercisable.

         13. Notices, etc. All notices and other communications from the Company
to the  holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  holder of this
Warrant who has so furnished an address to the Company.

         14.  Miscellaneous.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the laws of New York. Any dispute  relating to this Warrant shall be
adjudicated in New York State.  The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The  invalidity  or  unenforceability  of any  provision  hereof shall in no way
affect the validity or enforceability of any other provision.

     IN WITNESS WHEREOF, the Company has  executed this Warrant under seal as of
the date first written above.

                             Autocarbon.com, Inc.


                             By:_______________________________

                             Title:____________________________


Witness:


_________________________



<PAGE>

                                    Exhibit A


                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)


TO:         Autocarbon.com, Inc.

The undersigned,  the holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant for, and to purchase thereunder, shares of Common Stock of
Autocarbon.com, Inc. and herewith makes payment of $ therefor, and requests that
the  certificates  for such  shares be issued in the name of, and  delivered  to
whose address is __________________________________.



Dated:___________________

                                   _____________________________________________
                                   (Signature must conform to name of holder as
                                   specified on the face of the Warrant)

                                   _____________________________________________
                                   (Address)




<PAGE>

Exhibit B

FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)


         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common  Stock of  Autocarbon.com,  Inc.  to which the  within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
Autocarbon.com, Inc. with full power of substitution in the premises.

================================================================================
Transferees            Percentage            Number
                       Transferred           Transferred
--------------------------------------------------------------------------------

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

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

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

================================================================================


Dated:                 , 200_                ___________________________________
                                             (Signature must conform to name
                                             of holder as specified on the
                                              face of the warrant)
Signed in the presence of:

_________________________               _________________________
         (Name)                               (address)

                                        _________________________
                                              (address)

ACCEPTED AND AGREED:
[TRANSFEREE]

_________________________
         (Name)