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                                                                    EXHIBIT 10.2

Warrant No. ________

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
      INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES MAY NOT BE SOLD,
      TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE
      SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR
      UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION
      REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY
      RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
      REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS (INCLUDING ANY
      FUTURE HOLDERS) THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
      AND OTHER RESTRICTIONS.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                     OF POWERHOUSE TECHNOLOGIES GROUP, INC.

      This certifies that [Warrant Holder Name] located at [Warrant Holder
Address], its successors or assigns (the "Holder"), for value received is
entitled to purchase from PowerHouse Technologies Group, Inc., a Delaware
corporation (the "Company"), up to [Number of Shares] [(_________)] fully paid
and nonassessable shares of the Company's Common Stock (the "Warrant Shares") at
a price per share equal to $0.40 (the "Exercise Price") upon the terms and
conditions set forth herein. This Warrant shall become exercisable for the
Warrant Shares commencing on September [___], 2005 (the "Commencement Date") and
shall terminate and be of no further force or effect at 5:00 p.m. (Pacific Time)
on the date (the "Termination Date") that is the earlier of (i) the date three
years after the date of this Warrant or (ii) the effective date of a
liquidation, dissolution or winding-up of the Company; provided, however, that
if the Termination Date is determined by application of clause (ii) above, the
Commencement Date shall be determined under Section 3.7 hereof. Such period of
time during which this Warrant is exercisable shall hereinafter be referred to
as the "Exercise Period." During the Exercise Period, the Warrant shall be
exercisable upon surrender to the Company at its principal office at 555 Twin
Dolphin Drive, Redwood City, California (or at such other location as the
Company may advise Holder in writing) of this Warrant properly endorsed with the
Form of Subscription attached hereto duly filled in and signed and upon payment
by "Net Issue Exercise," cash, cashier's check or wire transfer of immediately
available funds of the aggregate Exercise Price for the number of shares for
which this Warrant is being exercised determined in accordance with the
provisions hereof, such exercise to be conditioned upon the accuracy of all
representations and warranties contained in such Form of Subscription. The
Exercise Price and the number of shares purchasable hereunder are subject to
adjustment as provided in Section 3 of this Warrant. CAPITALIZED TERMS USED AND
NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THAT CERTAIN
COMMON STOCK

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AND WARRANT PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), OF EVEN DATE HEREWITH
BETWEEN THE COMPANY AND THE HOLDER.

      This Warrant is subject to the following terms and conditions:

      1. Exercise of Warrant

      1.1 Issuance of Certificates. Exercise of the purchase rights represented
by this Warrant may be made at any time or times on or after the Commencement
Date and on or before the Termination Date by delivery to the Company of a duly
executed facsimile copy of the Form of Subscription annexed hereto (or such
other office or agency of the Company as it may designate by notice in writing
to the registered Holder at the address of such Holder appearing on the books of
the Company); provided, however, within five (5) Trading Days of the date said
Form of Subscription is delivered to the Company, the Holder shall have
surrendered this Warrant to the Company and the Company shall have received
payment of the aggregate Exercise Price of the shares thereby purchased by wire
transfer or cashier's check drawn on a United States bank. Certificates for
shares purchased hereunder shall be delivered to the Holder within the earlier
of (i) five (5) Trading Days after the date on which the Form of Subscription
shall have been delivered by facsimile copy or (ii) three (3) Trading Days from
the delivery to the Company of the Form of Subscription by facsimile copy,
surrender of this Warrant and payment of the aggregate Exercise Price as set
forth above ("Warrant Share Delivery Date"); provided, however, in the event the
Warrant is not surrendered or the aggregate Exercise Price is not received by
the Company within five (5) Trading Days after the date on which the Form of
Subscription shall be delivered by facsimile copy, the Warrant Share Delivery
Date shall be extended to the extent such five (5) Trading Day period is
exceeded. This Warrant shall be deemed to have been exercised on the later of
the date the Form of Subscription is delivered to the Company by facsimile copy
and the date the Exercise Price is received by the Company. The Warrant Shares
shall be deemed to have been issued, and Holder or any other person so
designated to be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date the Warrant has been exercised
by payment to the Company of the Exercise Price and all taxes required to be
paid by the Holder, if any, pursuant to Section 3.6 prior to the issuance of
such shares, have been paid. If the Company fails to deliver to the Holder a
certificate or certificates representing the Warrant Shares pursuant to this
Section 1.1 by the third Trading Day following the Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise. In addition to any
other rights available to the Holder, if the Company fails to deliver to the
Holder a certificate or certificates representing the Warrant Shares pursuant to
an exercise by the fifth (5th) Trading Day after the Warrant Share Delivery
Date, and if after such day the Holder is required by its broker to purchase (in
an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a "Buy-In"), then the Company shall
(1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue times (B) the price at which the sell
order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for

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

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

      1.3 Limitations on Exercise.

      (a) Notwithstanding anything to the contrary contained herein, the number
of Warrant Shares that may be acquired by the Holder upon any exercise of this
Warrant (or otherwise in respect hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially owned by such Holder and its
Affiliates (as defined in Rule 144 of the Securities Act) and any other persons
whose beneficial ownership of Common Stock would be aggregated with the Holder's
for purposes of Section 13(d) of the Exchange Act, does not exceed 4.9% of the
total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules and regulations promulgated thereunder. This provision shall not
restrict the number of shares of Common Stock which a Holder may receive or
beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a reclassification,
reorganization, merger or similar transaction as contemplated in Section 3.3 of
this Warrant. By written notice to the Company, an Investor may waive the
provisions of this Section 1.3 as to itself but any such waiver will not be
effective until the 61st day after delivery thereof and such waiver shall have
no effect on any other Investor.

      (b) Notwithstanding anything to the contrary contained herein, the number
of Warrant Shares that may be acquired by the Holder upon any exercise of this
Warrant (or otherwise in respect hereof) shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially owned by such Holder and its
Affiliates and any other persons whose beneficial ownership of Common Stock
would be aggregated with the Holder's for purposes of Section

                                     - 3 -
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13(d) of the Exchange Act, does not exceed 9.9% of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. This provision shall
not restrict the number of shares of Common Stock which a Holder may receive or
beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a reclassification,
reorganization, merger or similar transaction as contemplated in Section 3.3 of
this Warrant. This restriction may not be waived.

      1.4 Limited Net Issue Exercise. If at any time after one year from the
date of issuance of this Warrant there is no effective Registration Statement
registering the resale of the Warrant Shares by the Holder, this Warrant may
also be exercised at such time by means of a "Net Issue Exercise" in which the
Holder shall be entitled to receive Warrant Shares equal to the value of this
Warrant (or the portion thereof being exercised by Net Issue Exercise) by
surrender of this Warrant to the Company together with notice of such Net Issue
Exercise, in which event the Company shall issue to Holder a number of Warrant
Shares computed as of the date of surrender of this Warrant to the Company using
the following formula:

                                  X = Y x (A-B)
                                      ---------
                                         A


            Where:

                  X =   the number of Warrant Shares to be issued to Holder
                        pursuant to this Section 1.4;

                  Y =   the number of Warrant Shares otherwise purchasable under
                        this Warrant, or any lesser number of Warrant Shares as
                        to which this Warrant is being exercised (at the date of
                        such calculation);

                  A =   the fair market value of one share of the Company's
                        Common Stock (at the date of such calculation);

                  B =   the Exercise Price (as adjusted to the date of such
                        calculation).

      2. Shares to be Fully Paid; Reservation of Shares. The Company covenants
and agrees that all Warrant Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable and free from all preemptive rights
of any stockholder and free of all taxes, liens and charges with respect to the
issue thereof. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, for the purpose of issue
or transfer upon exercise of this Warrant, a sufficient number of shares of
authorized but unissued Common Stock. When and as required to provide for the
exercise of the rights represented by this Warrant, the Company will take all
such action as may be necessary to assure that such shares of Common Stock may
be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any domestic securities exchange or
automated

                                     - 4 -
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quotation system upon which the Common Stock may be listed. For purposes of this
Warrant, the fair market value of one Warrant Share shall mean, to the extent it
applies to the Company's Common Stock, the average of the daily high and low
trading prices of the Company's Common Stock on the Over The Counter Bulletin
Board (or other exchange or market that is the primary trading market for the
Company's Common Stock at that time (the "Trading Market"), as determined by the
Company's Board of Directors in good faith) on the 10 Trading Days ending on the
date prior to the date the Warrant is exercised and, to the extent it applies to
other securities or property, as determined by the Company's Board of Directors
in good faith.

      3.1 Exercise Price Adjustments. In the event that on or subsequent to the
Commencement Date, the Company issues or sells any Common Stock, any Convertible
Securities (as defined herein), or any warrants or other rights to subscribe for
or to purchase or any options for the purchase of its Common Stock or any such
Convertible Securities (other than (i) shares which are issued pursuant to the
Securities, (ii) shares of Common Stock or options to purchase such shares
issued to employees, consultants, officers or directors in accordance with stock
plans approved by the Board of Directors, and shares of Common Stock issuable
under options or warrants that are outstanding as of the date of the Purchase
Agreement and (iii) shares of Common Stock issued pursuant to a stock dividend,
split, combination, reclassification, reorganization, merger or other similar
transactions), and at an effective price per share which is less than eighty
percent (80%) of the then applicable Exercise Price (such effective price per
share, the "New Issuance Price"), then the Exercise Price in effect immediately
prior to such issue or sale shall be reduced effective concurrently with such
issue or sale to an amount equal to one hundred twenty five percent (125%) of
the New Issuance Price. For the purposes of the foregoing adjustments, in the
case of the issuance of any convertible securities, warrants, options or other
rights to subscribe for or to purchase or exchange for, shares of Common Stock
("Convertible Securities"), the maximum number of shares of Common Stock
issuable upon exercise, exchange or conversion of such Convertible Securities
shall be deemed to be outstanding, provided that no further adjustment shall be
made upon the actual issuance of Common Stock upon exercise, exchange or
conversion of such Convertible Securities.

      If such Convertible Securities, warrants, options or other rights to
subscribe for or to purchase or any options for the purchase of its Common Stock
by their terms provide, with the passage of time or otherwise, for any increase
or decrease in the consideration payable to this Company, or decrease or
increase in the number of shares of Common Stock issuable, upon the exercise,
conversion or exchange thereof, the Exercise Price for the Warrant computed upon
the original issue thereof (or upon the occurrence of a record date with respect
thereto), and any subsequent adjustments based thereon, shall, upon any such
increase or decrease becoming effective, be recomputed to reflect such increase
or decrease insofar as it affects such Convertible Securities, warrants, options
or other rights (provided, however, that no such adjustment of such Exercise
Price shall affect Common Stock previously issued upon the exercise of the
Warrant).

      3.2 Adjustments to Exercise Prices for Stock Dividends and for
Combinations or Subdivisions of Common Stock. (a) In the event that the Company
at any time or from time to time after the Commencement Date shall declare or
pay, without consideration, any dividend on the Common Stock payable in Common
Stock or in any right to acquire Common Stock for

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no consideration, or shall effect a subdivision of the outstanding shares of
Common Stock into a greater number of shares of Common Stock (by stock split,
reclassification or otherwise than by payment of a dividend in Common Stock or
in any right to acquire Common Stock), or in the event the outstanding shares of
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, then the Exercise
Price for the Warrant in effect immediately prior to such event shall,
concurrently with the effectiveness of such event, be proportionately decreased
or increased, as appropriate. In the event that the Company shall declare or
pay, without consideration, any dividend on the Common Stock payable in any
right to acquire Common Stock for no consideration, then the Company shall be
deemed to have made a dividend payable in Common Stock in an amount of shares
equal to the maximum number of shares issuable upon exercise of such rights to
acquire Common Stock.

      (b) Upon each adjustment of the Exercise Price under Section 3.2(a), the
Holder shall thereafter be entitled to purchase, at the Exercise Price resulting
from such adjustment, the number of shares of Common Stock obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of shares of Common Stock purchasable pursuant hereto immediately
prior to such adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment.

      3.3 Adjustments for Reclassifications, and Reorganizations, Mergers, Etc.
If any: (a) capital reorganization or reclassification of the capital stock of
the Company, (b) consolidation or merger of the Company with another person, (c)
exchange, or (d) sale of all or substantially all of the Company's assets to
another person shall be effected after the Commencement Date in such a way that
holders of the Common Stock shall be entitled to receive securities, money or
other property with respect to or in exchange for such Common Stock, then, as a
condition of such reorganization, reclassification, consolidation, merger,
exchange or sale, the Holder shall have the right to purchase and receive upon
the basis and upon the terms and conditions specified in this Warrant and in
lieu of the shares of Common Stock immediately theretofore purchasable and
receivable upon the exercise of the Warrant, such securities, money or other
property as would have been issued or delivered to the Holder if it had
exercised this warrant and had received such shares of Common Stock prior to
such reorganization, reclassification, consolidation, merger, exchange or sale.
The Company shall not effect any such consolidation, merger, exchange or sale,
unless prior to the consummation thereof the successor corporation (if other
than the Company) resulting from such consolidation or merger, the person with
whom the exchange is effected or the person purchasing such assets shall assume
by written instrument executed and mailed to the registered Holder at the last
address of such Holder appearing on the books of the Company, the obligation to
deliver to such Holder such securities, money or other property as, in
accordance with the foregoing provisions, such Holder may be entitled to
purchase.

      3.4 Other Distributions. In the event that the Company shall declare a
distribution payable in securities of other persons, evidence of indebtedness
issued by this Company or other persons, or assets (excluding cash dividends),
then, in each such case the holder of the Warrant shall be entitled to receive
upon exercise of this Warrant, a proportionate share of any such distribution as
though the holder were the holder of the number of shares of Common Stock of
this Company into which the holder's shares the Warrant was exercisable as of
the

                                     - 6 -
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record date fixed for the determination of the holders of Common Stock of this
Company entitled to receive such distribution.

      3.5 No Adjustment. No adjustment of the Exercise Price for the Warrant
shall be made in an amount less than one cent per share, provided that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be either taken into account in any subsequent
adjustment made prior to three (3) years from the date of the event giving rise
to the adjustment being carried forward, or shall be made at the end of three
(3) years from the date of the event giving rise to the adjustment being carried
forward.

      3.6 Fractional Shares and Certificate as to Adjustments.

            (a) No fractional shares shall be issued upon exercise of the
Warrant. The Company shall pay in cash the fair value of such fractional shares
(as determined by the Board of Directors of the Company) to the holder otherwise
entitled to receive such fractional shares. Whether or not fractional shares are
issuable upon such exercise shall be determined on the basis of the percentage
of the Warrant the holder is at the time exercising and the number of shares of
Common Stock issuable upon such exercise.

            (b) Upon the occurrence of each adjustment or readjustment of the
Exercise Price of the Warrant, pursuant to this Section 3, this Company, at its
expense, shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to the holder of the Warrant a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. This Company
shall, upon the written request at any time of the holder of the Warrant furnish
or cause to be furnished to such holder a like certificate setting forth (A)
such adjustment and readjustment, (B) the Exercise Price at the time in effect,
and (C) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the exercise of the Warrant.

      3.7 Notices of Record Date. In the event of any taking by this Company of
a record of the holders of the Common Stock for the purpose of determining the
holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, this Company shall mail to the holder
of the Warrant at least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right. In the event that any such record is to be
taken in connection with the liquidation, dissolution or winding up of the
Company, then, notwithstanding anything herein to the contrary, the Warrant, if
it is not then exercisable, shall become immediately exercisable on the date the
Company is required to mail such notice and such date shall be deemed the
"Commencement Date".

      4. Issue Tax. The issuance of certificates for the Warrant Shares upon the
exercise of the Warrant shall be made without charge to the holder of the
Warrant for any issue tax in respect thereof; provided, however, that the
Company shall not be required to pay any tax

                                     - 7 -
<PAGE>

which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the then holder of the
Warrant being exercised.

      5. No Voting or Dividend Rights; Limitation of Liability. Nothing
contained in this Warrant shall be construed as conferring upon the holder
hereof the right to vote or to consent or to receive notice as a stockholder in
respect of meetings of stockholders for the election of directors of the Company
or any other matters or any rights whatsoever as a stockholder of the Company.
Except for the adjustment to the Exercise Price pursuant to Section 3, in the
event of a dividend on the Common Stock payable in shares of Common Stock, no
dividends or interest shall be payable or accrued in respect of this Warrant or
the interest represented hereby or the shares purchasable hereunder until, and
only to the extent that, this Warrant shall have been exercised. No provisions
hereof, in the absence of affirmative action by the Holder to purchase shares of
Warrant Shares, and no mere enumeration herein of the rights or privileges of
the Holder hereof, shall give rise to any liability of such Holder for the
Exercise Price or as a stockholder of the Company whether such liability is
asserted by the Company or by its creditors.

      6. Restrictions on Transferability of Securities: Compliance With
Securities Act.

      6.1 Restrictions on Transferability. The Holder of this Warrant, by
acceptance hereof, agrees to comply in all respects with the provisions of this
Section 6. Neither this Warrant nor any of the rights, interests or obligations
hereunder may be transferred or assigned in an amount exercisable for less than
1,000 shares of Common Stock. Prior to any proposed transfer of this Warrant or
any Warrant Shares (collectively the "Securities"), unless there is in effect a
registration statement under the Securities Act covering the proposed transfer,
the Holder of such securities shall give written notice to the Company of such
Holder's intention to effect such transfer. Each such notice shall describe the
manner and circumstances of the proposed transfer in sufficient detail and shall
be accompanied by either (i) a written opinion of legal counsel who shall be
reasonably satisfactory to the Company addressed to the Company and reasonably
satisfactory in form and substance to the Company's counsel to the effect that
the proposed transfer of the Warrant and/or Warrant Shares may be effected
without registration under the Securities Act, or (ii) a "no action" letter from
the U.S. Securities and Exchange Commission (the "Commission") to the effect
that the transfer of such securities without registration will not result in a
recommendation by the staff of the Commission that enforcement action be taken
with respect thereto, whereupon (subject to the restrictions set forth in this
Section 6) the Holder of such securities shall be entitled to transfer such
securities in accordance with the terms of the notice delivered by the Holder to
the Company. Each new certificate evidencing the Warrant and/or Warrant Shares
so transferred shall bear the appropriate restrictive legends set forth in
Section 6.2 below, except that such certificate shall not bear such restrictive
legend if, in the opinion of counsel for the Company, such legend is not
required in order to establish or assist in compliance with any provisions of
the Securities Act or any applicable state securities laws.

      6.2 Restrictive Legend. Each certificate representing the Securities or
any other securities issued in respect of the Securities upon any stock split,
stock dividend, recapitalization, consolidation or similar event, shall be
stamped or otherwise imprinted with a

                                     - 8 -
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legend substantially in the following form (in addition to any legend required
under applicable state securities laws):

      In the Case of Warrant and Warrant Shares:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
            FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES MAY NOT
            BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED
            UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE
            SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR
            HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
            SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE
            STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF
            COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND
            QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS
            CERTIFICATE AND THE RIGHTS OF HOLDERS (INCLUDING ANY FUTURE HOLDERS)
            THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER
            RESTRICTIONS.

      6.3 Exchange of Warrant. Subject to the terms and conditions hereof,
including the restrictions on transfer in this Section 6, upon surrender of this
Warrant to the Company with a duly executed Assignment Form in the form attached
hereto and funds sufficient to pay any transfer tax, the Company shall, without
charge, execute and deliver a new Warrant or Warrants of like tenor in the name
of the assignee named in such Assignment Form and this Warrant shall promptly be
canceled. The term "Warrant" as used herein shall be deemed to include any
Warrants issued in exchange for this Warrant.

      6.4 Ownership of Warrant. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in Section 6.

      7. Redemption. At any time eighteen (18) months after the Commencement
Date, this Warrant may be redeemed at the option of the Company at a redemption
price of $0.01 (subject to adjustment in good faith by the Company's Board of
Directors in the event of stock splits or other events described in Sections
3.2, 3.3 and 3.4) (the "Redemption Price"), per Warrant Share provided that (i)
the closing price per share of the Company's Common Stock shall have been
greater than or equal to $2.00 (subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar events with
respect to the Common Stock that occur after the Commencement Date) for each
Trading Day of any twenty (20) consecutive Trading Days and the average daily
trading volume of the Company's Common Stock shall have been greater than or
equal to 100,000 shares (a "Triggering Event")

                                     - 9 -
<PAGE>

during a period ending within two (2) Trading Days prior to the Redemption
Notice Date (as defined below), (ii) during the period from the Redemption
Notice Date to the Redemption Date the Company shall have honored in accordance
with the terms of this Warrant all Forms of Subscription delivered by the
Redemption Date, (iii) during the period from the Redemption Notice Date to the
Redemption Date the Registration Statement shall be effective as to all Warrant
Shares and the prospectus thereunder available for use by the Holder for the
resale of all such Warrant Shares, and (iv) during the period from the
Redemption Notice Date to the Redemption Date the Common Stock shall be listed
or quoted for trading on the Trading Market. The Company shall provide written
notice of redemption which shall specify the Redemption Date (the "Notice of
Redemption") to the Holder not later than two (2) Trading Days after a
Triggering Event. On or after the date fixed for redemption (the "Redemption
Date") which shall be no less than thirty (30) days after the date that the
Notice of Redemption is sent to the Holder (the "Redemption Notice Date"), the
Holder shall have no rights with respect to this Warrant except to receive the
Redemption Price upon surrender of this Warrant Certificate.

      8. Amendments and Waiver. This Warrant may not be modified or amended
except by an instrument or instruments in writing signed by the Company and the
Holder of this Warrant. Either the Company or the Holder of this Warrant may, by
an instrument in writing, waive compliance by the other party with any term or
provision of this Warrant on the part of such other party hereto to be performed
or complied with. The waiver by any such party of a breach of any term or
provision of this Warrant shall not be construed as a waiver of any subsequent
breach.

      9. Notices. Any notice required to be given to the holder of the Warrant
shall be deemed given upon personal delivery to the party to be notified (or
upon the date of attempted delivery where delivery is refused) or, if sent by
telecopier, telex, telegram, or other facsimile means, upon receipt of
appropriate electronic confirmation successfully transmitted, or three days
after deposit with the United States Postal Service, by registered or certified
mail, postage prepaid, or one day after deposit with next day air courier, with
postage and fees prepaid and addressed to the holder of record at the address of
such holder appearing on the books of this Company.

      10. Attorneys Fees. If legal action is brought to enforce or interpret
this Warrant, the prevailing party shall be entitled to recover its reasonable
attorneys' fees and legal costs in connection therewith.

      11. Descriptive Headings and Governing Law. The descriptive headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of New York (without regard to its
conflicts of law provisions).

      12. Lost Warrants or Stock Certificates. The Company represents and
warrants to Holder that upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction, or mutilation of any Warrant or stock
certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity and, if requested, bond reasonably

                                     - 10 -
<PAGE>

satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of such Warrant or stock certificate, the Company at
its expense will make and deliver a new Warrant or stock certificate, of like
tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate.

      13. Binding Effect; Benefits. This Warrant shall inure to the benefit of
and shall be binding upon the Company and the Holder and their respective heirs,
legal representatives, successors and assigns. Nothing in this Warrant,
expressed or implied, is intended to or shall confer on any person other than
the Company and the Holder, or their respective heirs, legal representatives,
successors or assigns, any rights, remedies, obligations or liabilities under or
by reason of this Warrant.

                                     - 11 -
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officers, thereunto duly authorized this ___ day of September, 2005.

                                          PowerHouse Technologies Group, Inc.


                                          By: __________________________________
                                               Name:  __________________________
                                               Title: __________________________

                                     - 12 -
<PAGE>

                              FORM OF SUBSCRIPTION

                  (To be signed only upon exercise of Warrant)

To:   PowerHouse Technologies Group, Inc.

      The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise such Warrant for, and to purchase thereunder,
________________ (________) shares of Common Stock of PowerHouse Technologies
Group, Inc. (the "Company"), and herewith makes payment in the amount of
$________ therefor or, subject to satisfaction of the conditions set forth in
Section 1.4 of the Warrant, by initial here _____, Holder elects to exercise
under the Net Issue Exercise provisions of Section 1.4 of the Warrant.

      The certificates for such shares should be issued in the name of, and
delivered to, ________________ whose address is:
________________________________________________________________________________
________________________________________________________________________________

      The undersigned represents, unless the exercise of this Warrant has been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
that (i) the undersigned is acquiring such Common Stock for his or its own
account for investment and not with a view to or for sale in connection with any
distribution thereof (except for any resale pursuant to a registration statement
under the Securities Act), (ii) the undersigned has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the undersigned's investment in the shares of Common Stock,
(iii) the undersigned has received all of the information the undersigned
requested from the Company and the undersigned considers necessary or
appropriate for deciding whether to purchase the shares, (iv) the undersigned
has the ability to bear the economic risks of the undersigned's prospective
investment and (v) the undersigned is able, without materially impairing his
financial condition, to hold the shares of Common Stock for an indefinite period
of time and to suffer complete loss on the undersigned's investment.

DATED: _______________________________

                                          ______________________________________
                                          (Signature must conform in all
                                          respects to name of holder as
                                          specified on the face of the Warrant)

                                          ______________________________________
                                          ______________________________________
                                          (Address)

                                     - 13 -
<PAGE>

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT.

                                 ASSIGNMENT FORM

               (To be executed only upon transfer of this Warrant)

      For value received, the undersigned registered holder of the within
Warrant hereby sells, assigns and transfers unto ____________________ (the
"Assignee") the right represented by such Warrant to purchase __________ Warrant
Shares and all other rights of the Warrantholder with respect thereto under the
within Warrant, and appoints _________________ as Attorney to make such transfer
on the books of PowerHouse Technologies Group, Inc. maintained for such purpose,
with full power of substitution in the premises.

      The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the Warrant Shares to be issued upon exercise
hereof are being acquired for investment and that the Assignee will not offer,
sell or otherwise dispose of this Warrant or any Warrant Shares to be issued
upon exercise hereof except under circumstances that will not result in a
violation of the Securities Act of 1933, as amended, or any state securities
laws. Further, the Assignee has acknowledged that upon exercise of this Warrant,
the Assignee shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Warrant Shares so purchased are being
acquired for investment and not with a view toward distribution or resale.

Dated: _______________________________

                                          ______________________________________

                                          (Signature)

                                          ______________________________________
                                          (Print Name)

                                          ______________________________________
                                          (Street Address)

                                          ______________________________________
                                          (City) (State) (Zip Code)

[Medallion Guaranty]

                                     - 14 -