# EXHIBIT
B

NO
SALE OR TRANSFER OF THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT MAY
BE MADE UNTIL THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR OF A
POST-EFFECTIVE AMENDMENT THERETO UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE ACT), COVERING THIS WARRANT OR THE SECURITIES UNDERLYING THIS
WARRANT, OR UNTIL THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE ACT. TRANSFER OF THIS WARRANT IS FURTHER
RESTRICTED UNDER PARAGRAPH 2 BELOW.

# CLASS
A

# REDEEMABLE
COMMON STOCK PURCHASE WARRANT

# BITZMART,
INC.
(a Colorado corporation)

THIS
CERTIFIES THAT, for value received,  (the Holder), or its
permitted registered assigns (the Holder), is the owner of warrants
(the Warrant) to purchase from BitzMart, Inc., a Colorado
corporation (the Company), during the Exercise Period (as defined in
subparagraph 1(a) below), and at the Warrant Price (as defined in subparagraph
1(a) below), up to (16,667 x number of Units purchased)
__________________shares of the Companys common stock, $0.01 par value per
share (Common Stock) (the shares of Common Stock underlying this
Warrant are hereinafter referred to as Shares).

1.
Exercise of the Warrant.

(a)
The rights represented by this Warrant shall be exercisable at any time and from
time to time through and including December 31, 2004 at 5:00 p.m. Los
Angeles, California (the Exercise Period). During such Exercise
Period, the Holder shall have the option to purchase any and all of the Shares
hereunder at a price of US$3.00 per Share (the Warrant Price). This
Warrant shall expire on December 31, 2004 at 5:00 p.m. Los Angeles,
California. Upon acquisition of the Company by a Public Corporation (as defined
in that certain Subscription Agreement dated as of the date hereof), this
warrant shall be converted into a warrant to purchase up to 100,000 shares of
the common stock of such Public Corporation at an exercise price of US$0.50 per
share.

(b)
The rights represented by this Warrant may be exercised at any time within the
Exercise Period, in whole or in part, by (i) the surrender of this Warrant (with
the purchase form at the end hereof properly completed and executed) at the
principal executive office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder then appearing on the books of the Company); and (ii) payment to the
Companys attorney, as escrow agent, of the Warrant Price for the number of
Shares specified in the above-mentioned purchase form together with applicable
transfer taxes or similar charges imposed upon transfer, sale or assignment
(hereinafter referred to as transfer tax), if any. This Warrant
shall be deemed to have been exercised, in whole or in part to the extent
specified, immediately prior to the close of business on the date this Warrant
is surrendered, along with the delivery of any and all other required documents,
and payment is made in accordance with the foregoing provisions of this
Paragraph 1, and the person or persons in whose name or names the certificates
for the Shares shall be issuable upon such exercise shall be deemed the holder
or holders of record of such Shares at that time and date. The Shares so
purchased shall be delivered to the Holder within a reasonable time, not
exceeding ten (10) business days, after the Company receives the items required
to be delivered by this Paragraph 1 to evidence the Holders exercise of
its rights represented by this Warrant. Upon written notice by the Company to
the escrow agent confirming delivery of the Shares to the Holder, the Warrant
Price shall be automatically released by the escrow agent to the Company.

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2.
Restrictions on Transfer.

The
Holder acknowledges that neither this Warrant nor the Shares may be offered or
sold except pursuant to an effective registration statement under the Act or a
written opinion of counsel satisfactory to the Company that an exemption from
registration under the Act is available.

3.
Covenants of the Company.

(a)
The Company covenants and agrees that all Common Stock issuable upon the
exercise of this Warrant will, upon issuance thereof and payment therefor in
accordance with the terms hereof, be duly and validly issued, fully paid and
nonassessable and no personal liability will attach to the holder thereof by
reason of being such a holder, other than as set forth herein or provided at
law.

(b)
The Company covenants and agrees that during the Exercise Period the Company
will at all times have authorized and reserved a sufficient number of shares of
Common Stock to provide for the exercise of this Warrant.

4.
No Rights of Shareholder.

This
Warrant shall not entitle the Holder to any voting rights or other rights as a
shareholder of the Company, either at law or in equity, and the rights of the
Holder are limited to those expressed in this Warrant and are not enforceable
against the Company except to the extent set forth herein.

5.
Redemption Rights.

The
Company may redeem the Warrants at a redemption price of $.01 per Warrant at any
time after the date hereof if (a) notice of not less than twenty (20) days is
given, and (b) the average of the closing prices of the Common Stock as reported
on the Nasdaq National Market, the Nasdaq SmallCap Market or such other national
securities exchange (or other reporting system that provides last sales prices),
or if not traded thereon, on the over the counter or on the bulletin board, on
the ten (10) trading days prior to the date such notice is mailed has been at
least 200% of the then current Exercise Price of the Warrants. The Warrant Agent
for the Warrants will be, at the Companys option, either the Company or
its transfer agent designated for the Companys common stock.

6.
Adjustments of Warrant Price and Number of Shares.

(a)
Adjustment in Number of Shares. Upon each adjustment of the Warrant Price
pursuant to the provisions of this Paragraph 6, the number of Shares issuable
upon the exercise of the Warrant shall be adjusted, subject to subparagraph
6(c), to the nearest full whole number by multiplying a number equal to the
Warrant Price in effect immediately prior to such adjustment by the number of
Shares issuable upon exercise of the Warrant immediately prior to such
adjustment and dividing the product so obtained by the then adjusted Warrant
Price.

(b)
Reclassification, Consolidation, Merger, etc. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no value, or from no par value to par value, or as a
result of a subdivision or combination), or in the case of any consolidation of
the Company with, or merger of the Company into, another corporation (other than
a consolidation or merger which does not result in any reclassification or
change of the outstanding shares of Common Stock, except a change as a result of
a subdivision or combination of such shares or a change in par value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder shall thereafter have the
right, upon exercise of the Warrant, to purchase the kind and number of shares
of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance as if the
Holder were the owner of the shares of Common Stock underlying the Warrant
immediately prior to any such events at a price equal to the product of
(x) the number of Shares issuable upon exercise of the Warrant and
(y) the Warrant Price in effect immediately prior to the record date for
such reclassification, change, consolidation, merger, sale or conveyance as if
such Holder had exercised the Warrant.

2

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Upon
the consummation of any sale of all or substantially all of the assets of the
Company to, or consolidation with or merger of the Company into, any person or
entity, all rights under this Warrant shall terminate other than the right of
the Holder to receive the consideration such Holder would have received if it
had exercised the Warrant immediately prior to such sale, consolidation or
merger, such right to receive consideration to be net of the applicable Warrant
Price for such Warrant immediately prior to such termination.

(c)
No Adjustment of Warrant Price in Certain  Cases.  Notwithstanding  anything  herein  to
the contrary, no adjustment of the Warrant Price shall be made:

(i)
Upon the issuance or sale of the Warrant or the Shares; or

(ii)
Upon (A) the  issuance of options  pursuant to the Company's  employee stock  option
plan in effect on the date hereof or as hereafter amended in accordance with the  terms
thereof or any other employee or executive stock option plan, agreement or  understanding
approved by the Board of Directors of the Company or the issuance  or sale by the Company
of any shares of Common Stock pursuant to the exercise of  any such options, (B) the
issuance or sale by the Company of any shares of  Common Stock upon the conversion of any
convertible securities of the Company or  upon the exercise of any currently outstanding
options or warrants of the  Company or (C) as part of a merger, consolidation or
other corporate  acquisition or business combination; or

(iii)
Upon  the  issuance  or  sale  of  any  securities  of  the  Company  in  an
underwritten  transaction or in any transaction where the price of the securities to be
issued  or sold in such transaction is determined by an investment banker or placement
agent; or

(iv)
If the amount of said adjustment  shall be less than one percent (1%) of the  then
market price per share of Common Stock. Nothing in this subparagraph (c) of this
Paragraph 6 shall imply, in any way, that any adjustment pursuant to this  Paragraph 6
shall be required and the only adjustments required pursuant to  this Paragraph 6
shall be an adjustment required specifically by a  subparagraph of this Paragraph 6
other than this subparagraph (c).

(d)
Dividends and Other Distributions with Respect to Outstanding Securities.
In the event that the Company shall at any time after the date hereof and prior
to the exercise and expiration of the Warrant declare a dividend (other than a
dividend consisting solely of shares of Common Stock or a cash dividend or
distribution payable out of current or retained earnings) or otherwise
distribute to all of the holders of Common Stock any monies, assets, property,
rights, evidences of indebtedness, securities (other than such a cash dividend
or distribution or dividend consisting solely of shares of Common Stock),
whether issued by the Company or by another person or entity, or any other thing
of value, the Holder of the unexercised Warrant shall thereafter be entitled, in
addition to the shares of Common Stock or other securities receivable upon the
exercise thereof, to receive, upon the exercise of such Warrant, the same
monies, assets, property, rights, evidences of indebtedness, securities or any
other thing of value that they would have been entitled to receive at the time
of such dividend or distribution as if the Holder were the owner of the Shares
at the time of such dividend or distribution. At the time of any such dividend
or distribution, the Company shall make appropriate reserves to ensure the
timely performance of the provisions of this Paragraph 6(d).

(e)
Notice in Event of Dissolution. In case of the dissolution, liquidation
or winding-up of the Company, all rights under the Warrant shall terminate on a
date fixed by the Company, such date to be no earlier than ten (10) days prior
to the effectiveness of such dissolution, liquidation or winding-up and not
later than five (5) days prior to such effectiveness. Notice of such termination
of purchase rights shall be given to the last registered Holder of the Warrant,
as the same shall appear on the books and records of the company, by registered
mail at least thirty (30) days prior to such termination date.

3

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(f)
Computations. The Company may retain a firm of independent public
accountants (who may be any such firm regularly employed by the Company) to make
any computation required under this Paragraph 6, and any certificate setting
forth such computation signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Paragraph 6. In addition, the
Chief Financial Officer of the Company may make any computations required by
this Paragraph 6 and any certificate setting forth such computation signed by
the Chief Financial Officer of the Company shall be conclusive evidence of the
correctness of any computation made under this Paragraph 6.

(g)
Subdivision and Combination. If the Company shall at any time after the
date hereof subdivide or combine the outstanding shares of Common Stock, the
Warrant Price of the Warrant shall forthwith be proportionately decreased in the
case of subdivision or increased in the case of combination.

7.
Fractional Shares.

(a)
The Company shall not be required to issue fractional shares of Common Stock on
the exercise of this Warrant, provided, however, that if the Holder exercises
the Warrant in full, any fractional shares of Common Stock shall be eliminated
by rounding any fraction up to the nearest whole number of shares of Common
Stock.

(b)
The Holder of this Warrant, by acceptance hereof, expressly waives his right to
receive any fractional share of Common Stock upon exercise of this Warrant.

8.
Miscellaneous.

(a)
This Warrant shall be governed by and construed in accordance with the laws of
the State of California without regard to the conflicts of law principles
thereof.

(b)
All notices, requests, consents and other communications hereunder shall be made in
writing and shall be deemed to have been duly made when delivered, or mailed by
registered or certified mail,  return receipt requested:  (i) if to a Holder, to the
address of such Holder as shown on the books of the  Company, or (ii) if to the Company,
to 203 N. Wabash Avenue, Suite 1805, Chicago, Illinois, USA 60601,  Attention: President.

(c)
The Company and a majority of the Holders may from time-to-time supplement or
amend this Warrant without the approval of any other Holders in order to cure
any ambiguity, to correct or supplement any provision contained herein which may
be defective or inconsistent with any provisions herein, or to add any other
provisions in regard to matters or questions arising hereunder which the Company
and the majority of Holders may deem necessary or desirable and which the
Company and such majority of Holders deem not to materially adversely affect the
interests of the Holder, which determination shall be conclusively evidenced by
the execution and delivery of a supplement or amendment hereto.

(d)
All the covenants and provisions of this Warrant by or for the benefit of the
Company and the Holder shall bind and inure to the benefit of their respective
successors and assigns hereunder.

(e)
Nothing in this Warrant shall be construed to give to any person or corporation
other than the Company and the Holder and any other registered Holder any legal
or equitable right, and this Warrant shall be for the sole and exclusive benefit
of the Company and the Holder and any other Holder.

(f)
This Warrant may be exercised in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.

4

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IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer and this Warrant to be dated __________, 2002.

| | BITZMART, INC.
By: ________________________________
Name:_______________________________
Title: _____________________________
| | -----------------------------------------------------------------------------------------------------------------------------

Agreed,
acknowledged and acceptedas of the date set forth above.

HOLDER OF
WARRANT:

By:
__________________________________

| | Name: _______________________________________
Title: ________________________________________
Address: _____________________________________
         
         _________________________________________
         
         _________________________________________Telephone:_____________________________________
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

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# PURCHASE
FORM

(IMPORTANT:
To be signed only upon exercise of the Warrant)

The
undersigned,  the Holder of the  foregoing  Warrant,  hereby  irrevocably  elects to
exercise  the  purchase  rights  represented  by such  Warrant for, and to purchase
thereunder,  ___________  shares of Common  Stock of BitzMart,  Inc. and herewith makes
payment of $_________ therefore,  and requests that the certificates  for  Common  Stock
to  be  issued  in  the  name(s)  of,  and  delivered  to
______________________________________________  whose  address(es)  is  (are)
___________________________________________________________  and  where  applicable
whose  social  security  or  taxpayer identification number is ______________________.

Dated:
_______________________________

(Name of Holder)

(Signature of
Holder)

(Address)

*
Signature must conform in all respects to the name of registered Holder.

6

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# TRANSFER
FORM

(IMPORTANT:
To be signed only upon exercise of the Warrant)

For
value received, the undersigned hereby sells, assigns, and transfers unto
_____________________________ the right to purchase ____________ shares of
Common Stock of BitzMart, Inc. represented by the foregoing Warrant, and
appoints _________________________ attorney to transfer such rights on the books
of BitzMart, Inc. with full power of substitution in the premises.

Dated:____________________________________________

(Name of Holder)

(Signature of
Holder)

(Address)

In the presence
of (Witness):

*
Signature must conform in all respects to the name of registered Holder.

**
Must be accompanied by opinion of counsel indicating that registration is not
required under the Securities Act of 1933, as amended.

7