EXHIBIT 6.10
                                                                    ------------

                    ASSIGNMENT AND AGREEMENT TO CONVERT DEBT

     This Assignment and Agreement to Convert Debt (the "Agreement") is made as
of the 17th day of March 2004 by and between Karlgar Limited or its assigns
(referred to herein as the "Assignor"), Arthur Cohn (referred to herein as the
"Assignee") and SBS Interactive, Co., a Florida corporation (referred to herein
as the "Company"). This Agreement memorializes a verbal agreement reached by the
parties on February 6, 2004 based on the following:

                                    RECITALS

     A. The Assignor has loaned money to the Company or its wholly-owned
subsidiary, SBS Interactive, Inc., a Nevada corporation (the "Subsidiary"). The
Company, the Assignor and the Assignee agree that, as of the date of this
Agreement, the total amount of principal and interest owed under all loans made
by the Assignor to the Company or its Subsidiary, including, but not limited to,
that certain Convertible Secured Debenture dated October 30, 2002, that certain
Convertible Secured Debenture dated March 14, 2003, that certain senior Secured
Promissory Note dated July 22, 2003, that certain Pledge and Security Agreement
dated September 10, 2003, that certain 6% Convertible Secured Debenture due
January 30, 2004, that certain Amendment No. 1 to 6% Convertible Secured
Debenture due January 30, 2004, and that certain first Amended and Restated 6%
Convertible Secured Debenture due April 30, 2004 (which documents, collectively,
shall be referred to as the "Debt Instruments"), is $841,750 (the "Amount
Owed"). The Assignor acknowledges that all funds loaned by the Assignor to the
Company were provided to the Assignor by the Assignee in accordance with the
schedule set forth on Attachment 1, which is attached to this Agreement and made
a part of it.

     B. The Assignor wishes to assign all of its right, title and interest to
this Agreement, to the Amount Owed and to the Debt Instruments to the Assignee
and the Assignee, by executing this Agreement, accepts the assignment.

     C. The Company wishes to pay the Amount Owed by issuing securities to the
Assignee and the Assignee has agreed to accept the Company's securities as full
and final payment of the Amount Owed, in accordance with the terms of this
Agreement.

     Therefore, the Company, the Assignor and the Assignee agree as follows:

                                    AGREEMENT

     1.   Assignment of Agreement and Debt Instruments.
          --------------------------------------------

         By executing this Agreement the Assignor transfers and assigns all of
its right, title and interest in and to all instruments evidencing the Amount
Owed, which shall include promissory notes, debentures and security agreements
(the "Debt Instruments") and relinquishes any and all right to collect the
Amount Owed. By executing this Agreement the Assignee accepts the assignment. By
executing this Agreement the Company agrees to the assignment.



<PAGE>


     2.   Transfer of Securities and Cancellation of Debt.
          -----------------------------------------------

         (a) Securities to be Issued. Upon execution of this Agreement, the
Assignee agrees to accept, and the Company agrees to issue and transfer to the
Assignee, the following securities in full and final payment of the Amount Owed:

               (i) 3,741,111 shares of the Company's Common Stock, $0.001 par
          value, (the "Shares");

               (ii) Subject to subparagraph (b), a warrant to purchase 3,741,111
          shares of the Company's Common Stock at a price of $1.00 per share.
          The warrant shall have a term of 3 years; and

               (iii) Subject to subparagraph (b), a warrant to purchase
          1,000,000 shares of the Company's Common Stock at a price of $0.85 per
          share. The warrant shall have a term of 3 years.

         Collectively, the warrants described in subsections (ii) and (iii)
above shall be referred to in this Agreement as the "Warrants". The Warrants
shall be substantially in the form attached hereto as Attachment 2 to this
Agreement.

         The Company acknowledges receipt of the Debt Instruments from the
Assignee. Within 24 hours of receipt of a copy of this Agreement executed by the
Assignor and the Assignee, the Company will transfer the Shares and the Warrants
to the Assignee or the Assignee's agent.

         (b) Price Adjustment to Warrants. If within 75 days of the date of this
Agreement the Company undertakes a financing through the sale of its securities
which financing includes warrants (the "Offering Warrants"), and any Offering
Warrant has an exercise price that is less than the exercise price set forth in
subparagraph (a)(ii) above, then the exercise price of the Warrant described in
subparagraph (a)(ii) above shall be reduced to the lowest Offering Warrant
exercise price and the exercise price set forth in subparagraph (a)(iii) above
shall be reduced to 85% of the lowest Offering Warrant exercise price.

         (c) Securities Filings. The Company shall be responsible for the
preparation and filing of all reports required to be filed with the Securities
Exchange Commission by the Securities Act of 1933 and the Securities Exchange
Act of 1934, including the Schedule 13G and the Form 3 required to be filed by
the Assignee.

     3.   Registration Rights.
          -------------------

         (a) Demand Registration. Upon receipt of a written request from the
Assignee, which request shall not be made prior to August 1, 2004, the Company
shall prepare and file with the Securities and Exchange Commission (the
"Commission") a "shelf" registration statement covering the resale of the Shares
and the Common Stock underlying the Warrants (collectively, the "Registrable
Securities") for an offering to be made on a continuous basis pursuant to Rule



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<PAGE>


415. Subject to the terms of this Agreement, the Company shall use its best
efforts to cause the registration statement to be declared effective under the
Securities Act of 1933 (the "Securities Act") as promptly as possible after the
filing thereof, but in any event prior to December 31, 2004, and shall use its
best efforts to keep such registration statement continuously effective under
the Securities Act until the date which is two years after the date that such
registration statement is declared effective by the Commission or such earlier
date when the Registrable Securities covered by such registration statement have
been sold or may be sold without volume restrictions pursuant to Rule 144(k) as
determined by counsel to the Company pursuant to a written opinion letter to
such effect, addressed and acceptable to the Company's transfer agent and the
Assignee (the "Effectiveness Period").

         (b) Piggyback Registration. If at any time prior to August 1, 2004 the
Company proposes to register (including for this purpose a registration effected
by the Company for shareAssignees of the Company other than the Assignee)
securities under the Securities Act on Form S-1, S-2, S-3 or SB-2 (or any
replacement or successor forms) (a "Piggyback Registration"), the Company shall
cause to be included in such registration statement and use reasonable efforts
to be registered under the Securities Act all the Registrable Securities that
the Assignee shall request to be registered; provided, however, that such right
of inclusion shall not apply to any registration statement covering an
underwritten offering unless the underwriter or its agent agrees in writing to
the inclusion of the Registrable Securities. The Company shall have the absolute
right to withdraw or cease to prepare or file any registration statement for any
offering referred to in this Section 3 without any obligation or liability to
the Assignee.

         (c) Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the registration statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the OTCBB, and (B) in compliance with applicable state
securities or Blue Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel for the
Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdiction as requested by
the Assignee), (ii) printing expenses (including, without limitation, expenses
of printing certificates for the Registrable Securities and of printing
prospectuses requested by the Assignee), (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Company and up to
$5,000 in fees of counsel for the Assignee for review of the registration
statement, including the prospectus, and any pre-effective amendments thereto
and for the preparation and filing of a Form 3 and a Form 13G, and (v) fees and
expenses of all other persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement. In addition,
the Company shall be responsible for all of its internal expenses incurred in
connection with its obligations under this Section 3 (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and
expenses incurred in connection with the listing of the Registrable Securities
on the OTCBB. In no event shall the Company be responsible for any broker or
similar commissions or any legal fees (other than those set forth in
subparagraph (iv) above) or other costs of the Assignee.



                                       3
<PAGE>


         (d) Company's Obligation. In connection with the Company's registration
obligations hereunder, the Company shall:

               (i) Prepare and file with the Commission such amendments,
          including post-effective amendments, to the Registration Statement and
          the prospectus used in connection therewith as may be necessary to
          keep the registration statement continuously effective as to the
          applicable Registrable Securities for the Effectiveness Period and
          prepare and file with the Commission such additional registration
          statements in order to register for resale under the Securities Act
          all of the Registrable Securities; (ii) cause any related prospectus
          to be amended or supplemented by any required prospectus supplement
          and as so supplemented or amended to be filed pursuant to Rule 424;
          (iii) respond as promptly as reasonably possible, and in any event
          within 20 trading days, to any comments received from the Commission
          with respect to a registration statement or any amendment thereto; and
          (iv) comply in all material respects with the provisions of the
          Securities Act and the Securities Exchange Act of 1934 with respect to
          the disposition of all Registrable Securities covered by the
          registration statement during the applicable period in accordance with
          the intended methods of disposition by the Assignee set forth in such
          registration statement as so amended or in such prospectus as so
          supplemented.

               (ii) Notify the Assignee (which notice shall be accompanied by an
          instruction to suspend the use of the prospectus until the requisite
          changes have been made) as promptly as reasonably possible (u)(A) when
          a prospectus or any prospectus supplement or post-effective amendment
          to a registration statement is proposed to be filed; (B) when the
          Commission notifies the Company whether there will be a "review" of
          such registration statement and whenever the Commission comments in
          writing on such registration statement (the Company shall provide true
          and complete copies thereof and all written responses thereto to the
          Assignee); and (C) with respect to the registration statement or any
          post-effective amendment, when the same has become effective; (v) of
          any request by the Commission or any other Federal or state
          governmental authority for amendments or supplements to the
          registration statement or prospectus or for additional information;
          (w) of the issuance by the Commission of any stop order suspending the
          effectiveness of a registration statement covering any or all of the
          Registrable Securities or the initiation of any proceedings for that
          purpose; (x) of the receipt by the Company of any notification with
          respect to the suspension of the qualification or exemption from
          qualification of any of the Registrable Securities for sale in any
          jurisdiction, or the initiation or threatening of any proceeding for
          such purpose; (y) of the occurrence of any event or passage of time
          that makes the financial statements included in a registration
          statement ineligible for inclusion therein or any statement made in a
          registration statement or prospectus or any document incorporated or
          deemed to be incorporated therein by reference untrue in any material
          respect or that requires any revisions to a registration statement,
          prospectus or other document so that, in the case of a registration
          statement or the prospectus, as the case may be, it will not contain
          any untrue statement of a material fact or omit to state any material
          fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not



                                       4
<PAGE>


          misleading; and (z) the occurrence or existence of any pending
          corporate development with respect to the Company that the Company
          believes may be material and that, in the determination of the
          Company, makes it not in the best interests of the Company to allow
          continued availability of the registration statement or prospectus;
          provided, however, that any and all of such information shall remain
          confidential to the Assignee until such information otherwise becomes
          public, unless disclosure by the Assignee is required by law.

               (iii) Promptly deliver to the Assignee, without charge, as many
          copies of the prospectus or prospectuses (including each form of
          prospectus) and each amendment or supplement thereto as the Assignee
          may reasonably request. Subject to the terms of this Agreement, the
          Company hereby consents to the use of such prospectus and each
          amendment or supplement thereto by the Assignee in connection with the
          offering and sale of the Registrable Securities covered by such
          prospectus and any amendment or supplement thereto.

               (iv) Use commercially reasonable efforts to register or qualify
          the resale of such Registrable Securities as required under applicable
          securities or Blue Sky laws of each State within the United States as
          the Assignee requests in writing, to keep each such registration or
          qualification (or exemption therefrom) effective during the
          Effectiveness Period; provided, that the Company shall not be required
          to qualify generally to do business in any jurisdiction where it is
          not then so qualified or subject the Company to any material tax in
          any such jurisdiction where it is not then so subject.

               (v) Cooperate with the Assignee to facilitate the timely
          preparation and delivery of certificates representing the Registrable
          Securities to be delivered to a transferee pursuant to a registration
          statement, which certificates shall be free of all restrictive legends
          (to the extent allowed by law), and to enable such Registrable
          Securities to be in such denominations and registered in such names as
          the Assignee may request.

               (vi) Upon the occurrence of any event contemplated by this
          Section 3, as promptly as reasonably possible, prepare a supplement or
          amendment, including a post-effective amendment, to a registration
          statement or a supplement to the related prospectus or any document
          incorporated or deemed to be incorporated therein by reference, and
          file any other required document so that, as thereafter delivered,
          neither a registration statement nor such prospectus will contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading. If the Company notifies the Assignee in accordance with
          clauses (ii) through (vi) of Section 3(d)(ii) above to suspend the use
          of any prospectus until the requisite changes to such prospectus have
          been made, or the Company otherwise notifies the Assignee of its
          election to suspend the availability of a registration statement and
          prospectus pursuant to clause (z) of Section 3(d)(ii), then the
          Assignee shall suspend use of such prospectus. The Company will use
          its best efforts to ensure that the use of the prospectus may be
          resumed as promptly as is practicable, except that in the case of



                                       5
<PAGE>


          suspension of the availability of a registration statement and
          prospectus pursuant to clause (z) of Section 3(d)(ii), the Company
          shall not be required to take such action until such time as it shall
          determine that the continued availability of the registration
          statement and prospectus is no longer not in the best interests of the
          Company.

               (vii) Comply with all applicable rules and regulations of the
          Commission.

               (viii) Use its reasonable efforts to avoid the issuance of, or,
          if issued, obtain the withdrawal of (i) any order suspending the
          effectiveness of a registration statement, or (ii) any suspension of
          the qualification (or exemption from qualification) of any of the
          Registrable Securities for sale in any jurisdiction, at the earliest
          practicable moment.

               (ix) The Company may require the Assignee to furnish to the
          Company a statement as to the number of shares of Common Stock
          beneficially owned by the Assignee and, if requested by the
          Commission, the controlling person thereof, within three trading days
          of the Company's request.

     4.   Indemnifications Relating to Registration.
          -----------------------------------------

         (a) Indemnification by the Company. The Company shall, notwithstanding
any termination of this Agreement, indemnify and hold harmless the Assignee, the
officers, directors, agents and employees of the Assignee, each person who
controls any the Assignee (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, costs of preparation and
reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in a registration statement, any prospectus or any form
of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein (in the case of any prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions or alleged untrue statements or omissions are
based upon information regarding the Assignee furnished in writing to the
Company by the Assignee expressly for use therein, or to the extent that such
information relates to the Assignee or the Assignee's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by the Assignee expressly for use in a registration statement, such
prospectus or such form of prospectus or in any amendment or supplement thereto
or (2) in the case of an occurrence of an event of the type specified in Section
3(d)(ii)(u)-(x), the use by the Assignee of an outdated or defective prospectus
after the Company has notified the Assignee in writing that the prospectus is
outdated or defective and prior to the receipt by the Assignee of a writing by
the Company that the use of the applicable prospectus may be resumed. The
Company shall notify the Assignee promptly of the institution, threat or
assertion of any proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware.




                                       6
<PAGE>


         (b) Indemnification by Assignee. The Assignee shall indemnify and hold
harmless the Company, its directors, officers, agents and employees, each person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling persons, to the fullest extent permitted by
applicable law, from and against all Losses (as determined by a court of
competent jurisdiction in a final judgment not subject to appeal or review)
arising out of or based upon any untrue statement of a material fact contained
in any registration statement, any prospectus, or any form of prospectus, or in
any amendment or supplement thereto, or arising solely out of or based solely
upon: (i) the Assignee's failure to comply with the prospectus delivery
requirements of the Securities Act or (ii) any untrue statement or omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading to the extent, but only to the extent, such untrue
statement or omission is contained in any information so furnished in writing by
the Assignee to the Company specifically for inclusion in such registration
statement or such prospectus or to the extent that (1) such information relates
to the Assignee or the Assignee's proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by the Assignee
expressly for use in the registration statement, such prospectus or such form of
prospectus or in any amendment or supplement thereto or (2) in the case of an
occurrence of an event of the type specified in Section 3(d)(ii)(u)-(x), the use
by the Assignee of an outdated or defective prospectus after the Company has
notified the Assignee in writing that the prospectus is outdated or defective
and prior to the receipt by the Assignee of a writing by the Company that the
use of the applicable prospectus may be resumed.

         (c) Conduct of Indemnification Proceedings. If any proceeding shall be
brought or asserted against any person entitled to indemnity hereunder (an
"Indemnified Party"), the Indemnified Party shall promptly notify the Person
from whom indemnity is sought (the "Indemnifying Party") in writing, and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses incurred in connection with defense thereof; provided,
however, that the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that such failure shall have
prejudiced the Indemnifying Party.

         An Indemnified Party shall have the right to employ separate counsel in
any such proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of the Indemnified Party
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; or (2) the Indemnifying Party shall have failed promptly to assume the
defense of such proceeding and to employ counsel reasonably satisfactory to the
Indemnified Party in any such proceeding; or (3) the named parties to any such
proceeding (including any impleaded parties) include both the Indemnified Party
and the Indemnifying Party, and the Indemnified Party shall have been advised by
counsel that a material conflict of interest is likely to exist if the same
counsel were to represent the Indemnified Party and the Indemnifying Party (in
which case, if the Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying



                                       7
<PAGE>


Party, the Indemnifying Party shall not have the right to assume the defense
thereof and the expense of one such counsel for the Indemnified Party shall be
at the expense of the Indemnifying Party). The Indemnifying Party shall not be
liable for any settlement of any such proceeding effected without its written
consent, which consent shall not be unreasonably withheld. No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, effect any
settlement of any pending proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of the
Indemnified Party from all liability on claims that are the subject matter of
such proceeding.

         Subject to the terms of this Agreement, all fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten trading days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided,
however, that the Indemnifying Party may require the Indemnified Party to
undertake to reimburse all such fees and expenses to the extent it is finally
judicially determined that the Indemnified Party is not entitled to
indemnification hereunder).

         (d) Contribution. If a claim for indemnification under Section 4(a) or
4(b) is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying the
Indemnified Party, shall contribute to the amount paid or payable by the
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of the Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, the Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 4(c), any reasonable attorneys' or other
reasonable fees or expenses incurred by such party in connection with any
proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to
such party in accordance with its terms.

     5.   Representations by Company.
          --------------------------

         The Company hereby represents and warrants to the Assignee as follows:

               (i) The Company is duly organized, validly existing and in good
          standing under the laws of the State of Florida.

               (ii) The Company has all requisite power and authority (corporate
          or otherwise) to execute, deliver and perform this Agreement and the
          transactions contemplated thereby, and the execution, delivery and



                                       8
<PAGE>


          performance by the Company of this Agreement has been duly authorized
          by all requisite action by the Company and this Agreement, when
          executed and delivered by the Company, constitutes a valid and binding
          obligation of the Company, enforceable against the Company in
          accordance with its terms, subject to applicable bankruptcy,
          insolvency, reorganization, fraudulent conveyance, moratorium or other
          similar laws affecting creditors' rights and remedies generally, and
          subject, as to enforceability, to general principles of equity
          (regardless of whether enforcement is sought in a proceeding at law or
          in equity).

               (iii) The execution, delivery and performance by the Company of
          this Agreement and the Warrants have been duly authorized by all
          requisite corporate action of the Company; and this Agreement and the
          Warrants have been duly executed and delivered by the Company.

               (iv) The Shares and the Common Stock issued upon exercise of the
          Warrants will be duly and validly issued, fully paid and
          nonassessable, and free of any liens or encumbrances.

     6.  Representations by the Assignee.
         -------------------------------

         The Assignee hereby represents and warrants to the Company as follows:

               (i) The Assignee has all requisite power and authority (corporate
          or otherwise) to execute, deliver and perform this Agreement and the
          transactions contemplated thereby, and the execution, delivery and
          performance by the Assignee of this Agreement has been duly authorized
          by all requisite action by the Assignee and this Agreement, when
          executed and delivered by the Assignee, constitutes a valid and
          binding obligation of the Assignee, enforceable against the Assignee
          in accordance with its terms, subject to applicable bankruptcy,
          insolvency, reorganization, fraudulent conveyance, moratorium or other
          similar laws affecting creditors' rights and remedies generally, and
          subject, as to enforceability, to general principles of equity
          (regardless of whether enforcement is sought in a proceeding at law or
          in equity).

               (ii) The Assignee has a pre-existing personal or business
          relationship with the Company and its officers and directors.

               (iii) The Assignee is an "accredited investor", as that term is
          defined in Rule 501 of Regulation D in that the Assignee is an entity
          whose equity owners are accredited investors.

               (iv) The Assignee has complied with all applicable investment
          laws and regulations in force relating to the legality of an
          investment in the Shares and the Warrants in the jurisdiction in which
          it is subject, and the Assignee has obtained any consent, approval or
          permission required in that jurisdiction.


                                       9
<PAGE>



               (v) The Assignee understands and acknowledges that the Shares and
          the Warrants have not been registered with the Securities and Exchange
          Commission under Section 5 of the of the Securities Act or registered
          or qualified with any applicable state or territorial securities
          regulatory agency in reliance upon one or more exemptions afforded
          from registration or qualification.

               (vi) The Assignee understands and acknowledges that the Shares,
          the Warrants and the Common Stock underlying the Warrants are deemed
          to be "restricted" securities under the Securities Act, and may be
          re-sold only pursuant to exemptions provided by the Securities Act.
          The Assignee understands and acknowledges that the Company is required
          to place a legend on each certificate and on each Warrant Agreement
          stating that the Shares, the Warrants and the Common Stock underlying
          the Warrants have not been registered under the Securities Act.

               (vii) The Assignee understands and acknowledges that: (i) prior
          to any sale, transfer, assignment, pledge, hypothecation or other
          disposition of the Shares, the Warrants or the Common Stock underlying
          the Warrants, it must either: (1) furnish the Company with an opinion
          of counsel, in form and substance reasonably satisfactory to the
          Company and to its legal counsel, to the effect that such disposition
          is exempted from the registration and prospectus delivery requirement
          under the Securities Act and the securities laws of the jurisdiction
          in which the Assignee resides, and legal counsel for the Company shall
          have concurred in such opinion; or (2) satisfy the Company that a
          registration statement on Form SB-2 under the Securities Act (or any
          other form appropriate under the Securities Act, or any form replacing
          any such form) with respect to the securities proposed to be so
          disposed of shall then be effective; and that such disposition shall
          have been appropriately qualified or registered in accordance with the
          applicable securities laws of the jurisdiction in which it resides.

               (viii) The Assignee is entering into this transaction for the
          Assignee's own account, own risk and own beneficial interest, is not
          acting as an agent, representative, intermediary, nominee or in a
          similar capacity for any other person or entity, nominee account or
          beneficial owner, whether a natural person or entity (each such
          natural person or entity, an "Underlying Beneficial Owner") and no
          Underlying Beneficial Owner will have a beneficial or economic
          interest in the Shares or the Warrants (whether directly or
          indirectly, including without limitation, through any option, swap,
          forward or any other hedging or derivative transaction). The Assignee
          does not have the intention or obligation to sell, pledge, distribute,
          assign or transfer all or a portion of the Shares or the Warrants to
          any Underlying Beneficial Owner or any other person

               (ix) The Assignee hereby represents and warrants that the
          proposed investment in the Company does not directly or indirectly
          contravene United States federal, state, local or international laws
          or regulations applicable to the Assignee, including anti-money
          laundering laws (a "Prohibited Investment").



                                       10
<PAGE>



               (x) Federal regulations and Executive Orders administered by the
          U.S. Treasury Department's Office of Foreign Assets Control ("OFAC")
          prohibit, among other things, the engagement in transactions with, and
          the provision of services to, certain foreign countries, territories,
          entities and individuals. The lists of OFAC prohibited countries,
          territories, persons and entities can be found on the OFAC website at
          (www.treas.gov/ofac). The Assignee hereby represents and warrants that
          neither the Assignee nor any Underlying Beneficial Owner or Related
          Person is a country, territory, person or entity named on an OFAC
          list, nor is the Assignee nor any Underlying Beneficial Owner or
          Related Person, a natural person or entity with whom dealings are
          prohibited under any OFAC regulations.

               (xi) The Assignee represents and warrants that the Assignee is
          not a senior foreign political figure, or any immediate family member
          or close associate of a senior foreign political figure within the
          meaning of, and applicable guidance issued by the Department of the
          Treasury concerning, the U.S. Bank Secrecy Act (31 U.S.C. Section 5311
          et seq.), as amended, and any regulations promulgated thereunder.

               (xii) The Assignee agrees promptly to notify the Company should
          the Assignee become aware of any change in the information set forth
          in subparagraphs (viii) through (xi).

               (xiii) The Assignee agrees to indemnify and hold harmless the
          Company, its affiliates, their respective directors, officers,
          shareholders, employees, agents and representatives from and against
          any and all losses, liabilities, damages, penalties, costs, fees and
          expenses (including legal fees and disbursements) which may result,
          directly or indirectly, from the Assignee's misrepresentations or
          misstatements contained herein or breaches hereof relating to
          paragraphs (viii) through (xi).

               (xiv) The Assignee understands and agrees that, notwithstanding
          anything to the contrary contained in any document (including any side
          letters or similar agreements), if, following the Assignee's
          investment in the Company, it is discovered that the investment is or
          has become a Prohibited Investment, such investment may immediately be
          redeemed by the Company or otherwise be subject to the remedies
          required by law, and the Assignee shall have no claim against the
          Company for any form of damages as a result of such forced redemption
          or other action.

               (xv) Upon the written request from the Company, the Assignee
          agrees to provide all information to the Company to enable the Company
          to comply with all applicable anti-money laundering statutes, rules,
          regulations and policies, including any policies applicable to a
          portfolio investment held or proposed to be held by the Company. The
          Assignee understands and agrees that the Company may release
          confidential information about the Assignee and any Underlying
          Beneficial Owner(s) or Related Person(s) to any person if the release
          of such information is necessary to comply with applicable statutes,
          rules, regulations and policies.

                                       11
<PAGE>



     7.   Termination of Security Interests and Financing Statements.
         -----------------------------------------------------------

         The Assignor and the Assignee acknowledge that upon the transfer of the
Shares and the Warrants, all security interests created in favor of the Assignor
and Assignee shall terminate and the Company shall be entitled to terminate any
and all financing statements in favor of the Assignor or the Assignee, no matter
where filed or recorded. At no cost to the Assignor or the Assignee but without
the payment of additional consideration, the Assignor and the Assignee shall
cooperate with the Company and perform any acts required on the part of the
Assignor or the Assignee to terminate the financing statements.

     8.   Miscellaneous.
          -------------

         (a) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Assignee.

         (b) Compliance. The Assignee covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it in connection with sales of Registrable Securities pursuant to the
registration statement.

         (c) Discontinued Disposition. The Assignee agrees by its acquisition of
such Registrable Securities that, upon receipt of a notice from the Company of
the occurrence of any event of the kind described in Sections 3(d)(ii)(u), (v)
or (z), such Assignee will forthwith discontinue disposition of such Registrable
Securities under a registration statement until such Assignee's receipt of the
copies of the supplemented prospectus and/or amended registration statement, or
until it is advised in writing by the Company that the use of the applicable
prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such prospectus or registration statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph.

         (d) Notices. Any and all notices or other communications or deliveries
to be provided by the Assignee hereunder shall be in writing and delivered
personally, by facsimile or sent by a nationally recognized overnight courier
service, addressed to the Company at 4211 Yonge Street, Suite 235, Toronto,
Ontario, Canada M2P 2A9, facsimile number (416) 223-4046, Attn: Todd Gotlieb or
such other address or facsimile number as the Company may specify for such
purposes by notice to the Assignee delivered in accordance with this Section.
Any and all notices or other communications or deliveries to be provided by the
Company hereunder shall be in writing and delivered personally, by facsimile,
sent by a nationally recognized overnight courier service addressed to the
Assignee c/o Greg Suess, 10250 Constellation Boulevard, 19th Floor, Los Angeles,
California 90067, facsimile number (310) 556,2920. Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section prior to 5:30 p.m. (Los Angeles time), (ii) the date after the date of



                                       12
<PAGE>


transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section later than 5:30 p.m. (Los
Angeles time) on any date and earlier than 11:59 p.m. (Los Angeles time) on such
date, (iii) the second Business Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties. The Company may not assign its rights or obligations hereunder without
the prior written consent of the Assignee of the then-outstanding Registrable
Securities. The Assignee may assign its respective rights hereunder to Marcus
Cohn or to any entity related to Marcus Cohn.

         (f) Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

         (g) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

         (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         IN WITNESS WHEREOF, the parties have executed this Agreement to Convert
Debt as of the date first written above.

                       SIGNATURES APPEAR ON FOLLOWING PAGE




                                       13
<PAGE>

                                    COMPANY
                                    SBS INTERACTIVE CO.



                                    By:  /s/ Todd Gotlieb
                                       -----------------------------------------
                                         Todd Gotlieb, President


                                    ASSIGNOR
                                    KARLGAR LIMITED



                                    By:  /s/ Marcus Cohn
                                       -----------------------------------------
                                         Marcus Cohn, President


                                    ASSIGNEE
                                    ARTHUR COHN


                                      /s/ Arthur Cohn
                                    --------------------------------------------
                                    Arthur Cohn








                                       14
<PAGE>


                                  ATTACHMENT 1

               SCHEDULE OF LOANS FROM ARTHUR COHN TO KARLGAR, LTD.


Date of Loan                                          Amount Loaned (US Dollars)

November 4, 2002                                              $  72,000

March 19, 2003                                                $  30,000

June 5, 2003                                                  $  10,000

July 25, 2003                                                 $   5,000

July 31, 2003                                                 $  37,000

September 19, 2003                                            $  18,000

October 3, 2003                                               $ 112,300

November 10, 2003                                             $  73,300

December 4, 2003                                              $  73,300
                                                              ---------

TOTAL 2003                                                    $ 430,900


January 13, 2004                                              $ 100,000

January 21, 2004                                              $  50,000

January 29, 2004                                              $ 100,000

February 25, 2004                                             $  50,000

March 9, 2004                                                 $ 100,000
                                                              ---------

TOTAL                                                         $ 400,000

TOTAL OF ALL LOANS (Not including interest)                   $ 830,900
                                                              =========



<PAGE>


                                  ATTACHMENT 2

                               WARRANT AGREEMENT



THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO SBS INTERACTIVE CO. THAT SUCH REGISTRATION IS
NOT REQUIRED.


                    Right to Purchase ______ Shares of Common Stock of SBS
                    Interactive Co. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2004-__                                          Issue Date:  March __, 2004

         SBS INTERACTIVE CO., a corporation organized under the laws of the
State of Florida hereby certifies that, for value received, _________, or
assigns (the "Assignee"), is entitled, subject to the terms set forth below, to
purchase from the Company from and after the Issue Date of this Warrant and at
any time or from time to time before 5:00 p.m., New York time, through three (3)
years after such date (the "Expiration Date"), up to ________ fully paid and
nonassessable shares of Common Stock, no par value, of the Company, at the
Exercise Price (as defined below). The number and character of such shares of
Common Stock and the Exercise 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 SBS Interactive Co. and any
corporation which shall succeed or assume the obligations of SBS Interactive Co.
hereunder.

     (b) The term "Common Stock" includes (x) the Company's Common Stock, $0.001
par value per share, and (y) any other securities into which or for which any of
the securities described in (x) 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 3 or otherwise.

     (d) The term "Exercise Price" shall be as follows, subject to adjustment
pursuant to Section 4:

         (i)      ________ shares at $0.85;
         (ii)     ________ shares at $1.00



<PAGE>



     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 shall be entitled
to receive, upon exercise of this Warrant in whole or in part, shares of Common
Stock of the Company, subject to adjustment pursuant to Section 4, by delivery
of an original or fax copy of the exercise notice attached hereto as Exhibit A
(the "Exercise Notice") along with payment to the Company of the Exercise Price.

     2.  Procedure for Exercise.

         2.1 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 as the record owner of such shares as
of the close of business on the date on which both the Exercise Notice and
payment have been made for such shares. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within 3 business
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, or as such Holder (upon payment by such holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, 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.

         2.2. Exercise.

         Payment may be made either in cash or by certified or official bank
check payable to the order of the Company equal to the applicable aggregate
Exercise Price for the number of Common Shares specified in such form (as such
exercise number shall be adjusted to reflect any adjustment in the total number
of shares of Common Stock issuable to the holder per the terms of this Warrant)
and the Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common Stock
(or Other Securities) determined as provided herein.

     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 entity, or (c) transfer all
or substantially all of its properties or assets to any other person or entity
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 4.

         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


                                       2
<PAGE>


applicable) receivable by the Holder of the Warrant after the effective date of
such dissolution pursuant to Section 3.1 to a bank or trust company having its
principal office in New York, NY, as trustee for the Holder of the Warrant.

         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 3. In the
event this Warrant does not continue in full force and effect after the
consummation of the transactions described in this Section 3, then only in such
event will the Company's securities and property (including cash, where
applicable) receivable by the holders of the Warrant be delivered to the Trustee
as contemplated by Section 3.2.

     4. Adjustments for Stock Splits, Combinations, etc. 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 Exercise Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Exercise 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 Exercise Price then in effect. The
Exercise 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 Exercise Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

     5. 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 Warrant, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee 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 Exercise 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 11 hereof).

     6. Reservation of Stock Issuable on Exercise of Warrant. The Company will
at all times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrant, shares of Common Stock (or Other Securities) from time
to time issuable on the exercise of the Warrant.



                                       3
<PAGE>


     7. Assignment; Exchange of Warrant. Subject to compliance with applicable
securities laws, 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 underlying this Warrant. 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") and together with evidence
reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, a legal opinion from
the Transferor's counsel that such transfer is exempt from the registration
requirements of applicable securities laws, 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 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
that certain Agreement to Convert Debt entered into by the Company and Purchaser
of the Company's Common Stock at or prior to the issue date of this Warrant.

     10. Intentionally left blank.

     11. Warrant Agent. The Company may, by written notice to each holder of the
Warrant, appoint an agent 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.

     12. 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.

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



                                       4
<PAGE>


     15. 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 governed by and construed in accordance with the
laws of State of California without regard to principles of conflicts of laws.
Any action brought concerning the transactions contemplated by this Warrant
shall be brought only in the state courts of located in the city of Los Angeles,
California or in the federal courts located in the city of Los Angeles,
California. The individuals executing this Warrant on behalf of the Company
agree to submit to the jurisdiction of such courts and waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney's fees and costs. In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision
of this Warrant. 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. The Company and Holder
each acknowledges that legal counsel participated or had an opportunity to
participate in the preparation of this Warrant and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Warrant to
favor any party against the other party.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>


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

                                    SBS INTERACTIVE CO.



                                    By:_____________________________________






                                    ASSIGNEE


                                    By:_____________________________________
                                             Its:








                                       6
<PAGE>
                                                                       Exhibit A

                                 EXERCISE NOTICE
                   (To be signed only on exercise of Warrant)

TO:  SBS Interactive Co.

     The undersigned, pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase:

     ________ shares of the Common Stock covered by such Warrant.


The undersigned herewith makes payment of the full Exercise Price for such
shares at the price per share provided for in such Warrant, which is an
aggregate of $___________.


The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to _________________________________ whose address is
________________________________.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act") or pursuant to an exemption from
registration under the Securities Act.

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 Warrant to purchase the number of shares of Common Stock of
SBS Interactive Co. to which such Warrant relates specified under the heading
"Number of Shares 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 SBS Interactive Co. with full power of substitution in the
premises.


                                                     Number of Shares
           Transferees                                 Transferred
           -----------                                 -----------


__________________________________                 ________________________

__________________________________                 ________________________

__________________________________                 ________________________






Dated:__________________, _______        _______________________________________
                                         (Signature must conform to name of
                                         holder as specified on the face of the
                                         warrant)

Signed in the presence of:


_________________________________        _______________________________________
         (Name)                                       (address)

                                         _______________________________________
ACCEPTED AND AGREED:                                  (address)
[TRANSFEREE]


_________________________________
           (Name)