EXHIBIT B

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

                          FUSION NETWORK HOLDINGS, INC.
                               BRIDGE LOAN WARRANT

Warrant No. 1                                           Dated: October ___, 2000


     Fusion Networks  Holdings,  Inc., a Delaware  corporation  (the "Company"),
hereby  certifies  that,  for  value  received,  [ ] or its  registered  assigns
("Holder"), is entitled,  subject to the terms set forth below, to purchase from
the Company up to a total of _____________  shares of common stock,  $.00001 par
value per share  (the  "Common  Stock"),  of the  Company  (each such  share,  a
"Warrant Share" and all such shares,  the "Warrant Shares") at an exercise price
equal to  $_________  per share (as  adjusted  from time to time as  provided in
Section  8, the  "Exercise  Price"),  at any time and from time to time from and
after the date hereof and through and  including  the fifth  anniversary  of the
date hereof (the  "Expiration  Date"),  and subject to the terms and  conditions
below. This Warrant is one of a series of warrants issued in connection with the
making of a loan to the Company in an aggregate amount up to $1,500,000 pursuant
to which the  Company  has agreed to issue  warrants  to  purchase  one share of
Common Stock for each $4.00 loaned.

     1. Registration of Warrant.  The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder,  and for all other  purposes,  and the Company  shall not be affected by
notice to the contrary.

     2. Registration of Transfers and Exchanges.

          (a) The Company  shall  register  the  transfer of any portion of this
     Warrant in the Warrant Register,  upon surrender of this Warrant,  with the
     Form of  Assignment  attached  hereto duly  completed  and  signed,  to the
     Transfer  Agent or to the  Company at its  address  for notice set forth in
     Section  11.  Upon any such  registration  or  transfer,  a new  warrant to
     purchase Common Stock, in substantially  the form of this Warrant (any such
     new warrant,  a "New  Warrant"),  evidencing the portion of this Warrant so
     transferred shall be issued to the transferee and a New Warrant  evidencing
     the remaining portion of this Warrant not so transferred,  if any, shall be
     issued to the transferring Holder. The acceptance of the New Warrant by the
     transferee thereof shall be deemed the acceptance of such transferee of all
     of the rights and obligations of a holder of a Warrant.
<PAGE>

          (b) This Warrant is  exchangeable,  upon the  surrender  hereof by the
     Holder to the office of the  Company at its address for notice set forth in
     Section 11 for one or more New  Warrants,  evidencing  in the aggregate the
     right to purchase the number of Warrant  Shares which may then be purchased
     hereunder. Any such New Warrant will be dated the date of such exchange.

     3. Duration and Exercise of Warrants.

          (a) This Warrant shall be exercisable by the registered  Holder on any
     business  day before  6:30 P.M.,  New York City time,  at any time and from
     time to time on or after the date hereof to and  including  the  Expiration
     Date. At 6:30 P.M., New York City time on the Expiration  Date, the portion
     of this Warrant not exercised prior thereto shall be and become void and of
     no  value.  Prior  to the  Expiration  Date,  the  Company  may not call or
     otherwise  redeem this  Warrant  without the prior  written  consent of the
     Holder.

          (b) Upon  delivery of a duly  completed and signed Form of Election to
     Purchase attached hereto to the Company at its address for notice set forth
     in Section 11 and upon  payment of the  Exercise  Price  multiplied  by the
     number of Warrant Shares that the Holder intends to purchase hereunder,  in
     the manner provided  hereunder,  all as specified by the Holder in the Form
     of Election to Purchase,  the Company shall promptly (but in no event later
     than 3 business days after the Date of Exercise (as defined  herein)) issue
     or cause to be issued  and  cause to be  delivered  to or upon the  written
     order of the Holder and in such name or names as the Holder may  designate,
     a certificate for the Warrant Shares  issuable upon such exercise,  free of
     restrictive  legends  except (i)  either in the event  that a  registration
     statement  covering the resale of the Warrant  Shares and naming the Holder
     as a selling  stockholder  thereunder is not then  effective or the Warrant
     Shares are not freely transferable without volume restrictions  pursuant to
     Rule 144(k)  promulgated  under the Securities Act of 1933, as amended (the
     "Securities  Act"), or (ii) if this Warrant shall have been issued pursuant
     to a written  agreement  between the original  Holder and the  Company,  as
     required  by such  agreement.  Any  person so  designated  by the Holder to
     receive  Warrant  Shares shall be deemed to have become holder of record of
     such Warrant Shares as of the Date of Exercise of this Warrant. The Company
     shall,  upon request of the Holder,  if available,  use its best efforts to
     deliver  Warrant  Shares  hereunder  electronically  through the Depository
     Trust Corporation or another established  clearing  corporation  performing
     similar functions.

          A "Date of  Exercise"  means the date on which the Company  shall have
     received (i) the Form of Election to Purchase  attached hereto (or attached
     to such New Warrant)  appropriately  completed  and duly  signed,  and (ii)
     payment of the Exercise Price for the number of Warrant Shares so indicated
     by the holder hereof to be purchased.

                                       2
<PAGE>

          (c) This Warrant shall be exercisable, either in its entirety or, from
     time to time, for a portion of the number of Warrant  Shares.  If less than
     all of the Warrant  Shares  which may be  purchased  under this Warrant are
     exercised at any time, the Company shall issue,  or cause to be issued,  at
     its expense,  a New Warrant  evidencing the right to purchase the remaining
     number of Warrant  Shares for which no exercise has been  evidenced by this
     Warrant.

     4. Piggyback Registration Rights. The Company covenants and agrees with any
holder of the Warrant or the Warrant  Shares (the Warrant and the Warrant Shares
are referred to collectively as the  "Registrable  Securities")  that if, at any
time  during  the  term of the  Warrant,  it  proposes  to  file a  registration
statement with respect to any class of equity or equity-related  security (other
than in connection with an offering to the Company's  employees or in connection
with an acquisition,  merger or similar transaction) under the Securities Act in
a  primary  registration  on  behalf  of  the  Company  and/or  in  a  secondary
registration on behalf of holders of such securities and the  registration  form
to be used may be used  for  registration  of the  Registrable  Securities,  the
Company will give prompt written  notice  (which,  in the case of a registration
statement pursuant to the exercise of demand registration rights shall be within
ten (10) business  days after the  Company's  receipt of notice of such exercise
and,  in any  event,  shall  be at least 30 days  prior to such  filing)  to the
holders of Registrable  Securities at the addresses  appearing on the records of
the Company of its intention to file a registration  statement and will offer to
include in such  registration  statement such number of  Registrable  Securities
with respect to which the Company has received  written  requests for  inclusion
therein within ten (10) days after the giving of notice by the Company,  subject
to the right of the Company to exclude from the  registration  statement some or
all of the Registrable  Securities if, and only if, the Company has been advised
in writing by any underwriter named in any such registration  statement that the
distribution  of the  Registrable  Securities  requested  to be  included in the
registration  statement would  materially  adversely  affect the distribution of
securities  by the Company  contemplated  by such  registration  statement.  All
registrations  requested  pursuant to this  Section 4 will be made solely at the
Company's expense,  other than discounts or commissions  relating to the sale of
the  Registrable  Securities  and fees, if any, of counsel for the holder of the
Registrable  Securities.  This  Section  is  not  applicable  to a  registration
statement filed by the Company on Forms S-4 or S-8 or any successor forms.

     The Company's  obligations under this Section 4 shall be conditioned upon a
timely receipt by the Company in writing of: (i)  information as to the terms of
such public  offering  furnished  by or on behalf of each holder of  Registrable
Securities  intending to make a public  offering of his, her or its  Registrable
Securities,  and (ii) such  other  information  as the  Company  may  reasonably
require from such holders,  or any underwriter for any of them, for inclusion in
such registration statement.

     5.  Payment of Taxes.  The  Company  will pay all  documentary  stamp taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.
                                       3
<PAGE>

     6. Replacement of Warrant.  If this Warrant is mutilated,  lost,  stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested,  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.

     7. Reservation of Warrant Shares. The Company covenants that it will at all
times  reserve and keep  available out of the  aggregate of its  authorized  but
unissued  Common  Stock,  solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein  provided,  the number of Warrant
Shares which are then issuable and deliverable  upon the exercise of this entire
Warrant,  free from preemptive  rights or any other actual  contingent  purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions  of Section 8). The Company  covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable  Exercise  Price in  accordance  with the terms  hereof,  be duly and
validly authorized, issued and fully paid and nonassessable.

     8. Certain  Adjustments.  The Exercise  Price and number of Warrant  Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 8. Upon each such  adjustment  of the Exercise
Price  pursuant  to this  Section 8, the Holder  shall  thereafter  prior to the
Expiration  Date be entitled to purchase,  at the Exercise Price  resulting from
such  adjustment,  the number of Warrant  Shares  obtained  by  multiplying  the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

          (a) If the Company, at any time while this Warrant is outstanding, (i)
     shall pay a stock dividend (except scheduled  dividends paid on outstanding
     preferred stock as of the date hereof which contain a stated dividend rate)
     or otherwise make a distribution or  distributions  on shares of its Common
     Stock or on any other  class of capital  stock  payable in shares of Common
     Stock,  (ii)  subdivide  outstanding  shares of Common  Stock into a larger
     number of shares, or (iii) combine  outstanding shares of Common Stock into
     a smaller  number of shares,  the Exercise  Price shall be  multiplied by a
     fraction  of which the  numerator  shall be the  number of shares of Common
     Stock (excluding treasury shares, if any) outstanding before such event and
     of which the  denominator  shall be the  number  of shares of Common  Stock
     (excluding  treasury  shares,  if any)  outstanding  after such event.  Any
     adjustment made pursuant to this Section shall become effective immediately
     after the record date for the  determination  of  stockholders  entitled to
     receive  such  dividend  or   distribution   and  shall  become   effective
     immediately  after  the  effective  date in the  case of a  subdivision  or
     combination, and shall apply to successive subdivisions and combinations.
                                       4
<PAGE>
          (b)  In  case  of any  reclassification  of the  Common  Stock  or any
     compulsory  share exchange  pursuant to which the Common Stock is converted
     into other  securities,  cash or  property,  then the Holder shall have the
     right thereafter to exercise this Warrant only into the shares of stock and
     other  securities  and  property  receivable  upon or  deemed to be held by
     holders of Common Stock following such  reclassification or share exchange,
     and the Holder shall be entitled  upon such event to receive such amount of
     securities  or property  equal to the amount of Warrant  Shares such Holder
     would  have  been  entitled  to had  such  Holder  exercised  this  Warrant
     immediately prior to such reclassification or share exchange.  The terms of
     any such  reclassification or share exchange shall include such terms so as
     to continue to give to the Holder the right to receive  the  securities  or
     property set forth in this Section  8(b) upon any  exercise  following  any
     such reclassification or share exchange.

          (c) If the  Company,  at any time while this  Warrant is  outstanding,
     shall distribute to all holders of Common Stock (and not to holders of this
     Warrant)  evidences of its  indebtedness or assets or rights or warrants to
     subscribe  for or purchase any  security  (excluding  those  referred to in
     Sections 8(a) and (b)),  then in each such case the Exercise Price shall be
     determined by multiplying the Exercise Price in effect immediately prior to
     the record date fixed for determination of stockholders entitled to receive
     such  distribution  by a  fraction  of which the  denominator  shall be the
     Exercise  Price  determined as of the record date mentioned  above,  and of
     which the numerator  shall be such Exercise  Price on such record date less
     the then fair  market  value at such  record  date of the  portion  of such
     assets  or  evidence  of  indebtedness  so  distributed  applicable  to one
     outstanding  share of Common Stock as  determined  by the  Company's  chief
     financial  officer  or  independent   certified  public   accountants  that
     regularly   examines   the   financial   statements   of  the  Company  (an
     "Appraiser").

          (d) In case of any (1) merger or  consolidation of the Company with or
     into another  Person,  or (2) sale by the Company of more than  one-half of
     the assets of the  Company  (on a book  value  basis) in one or a series of
     related  transactions,  the Holder shall have the right  thereafter  to (A)
     exercise  this Warrant for the shares of stock and other  securities,  cash
     and  property  receivable  upon or deemed to be held by  holders  of Common
     Stock following such merger, consolidation or sale, and the Holder shall be
     entitled upon such event or series of related events to receive such amount
     of securities, cash and property as the Common Stock for which this Warrant
     could have been exercised  immediately prior to such merger,  consolidation
     or sales  would  have  been  entitled,  or (B) in the  case of a merger  or
     consolidation,  (x)  require the  surviving  entity to issue  common  stock
     purchase  warrants equal to the number Warrant Shares to which this Warrant
     then permits,  which newly warrant shall be identical to this Warrant,  and
     (y) simultaneously with the issuance of such warrant,  shall have the right
     to exercise  such warrant  only into shares of stock and other  securities,
     cash and property receivable upon or deemed to be held by holders of Common
     Stock  following such merger or  consolidation.  In the case of clause (B),
     the exercise  price for such new warrant  shall be based upon the amount of
     securities, cash and property that each share of Common Stock would receive
     in such  transaction  and the Exercise  Price of this  Warrant  immediately
     prior to the effectiveness or closing date for such transaction.  The terms
     of any such merger,  sale or  consolidation  shall include such terms so as
     continue to give the Holder the right to receive the  securities,  cash and
     property  set  forth in this  Section  upon any  conversion  or  redemption
     following such event.  This provision  shall  similarly apply to successive
     such events.
                                       5
<PAGE>

          (e) For the purposes of this Section 8, the  following  clauses  shall
     also be applicable:

               (i) Record Date.  In case the Company  shall take a record of the
          holders of its Common Stock for the purpose of  entitling  them (A) to
          receive a dividend or other distribution payable in Common Stock or in
          securities convertible or exchangeable into shares of Common Stock, or
          (B)  to  subscribe   for  or  purchase   Common  Stock  or  securities
          convertible  or  exchangeable  into shares of Common Stock,  then such
          record date shall be deemed to be the date of the issue or sale of the
          shares of  Common  Stock  deemed to have been  issued or sold upon the
          declaration of such dividend or the making of such other  distribution
          or the date of the granting of such right of subscription or purchase,
          as the case may be.

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

          (f) All calculations under this Section 8 shall be made to the nearest
     cent or the nearest 1/100th of a share, as the case may be.

          (g) If:

               (i)  the  Company   shall   declare  a  dividend  (or  any  other
          distribution) on its Common Stock; or

               (ii) the Company shall declare a special nonrecurring dividend on
          or a redemption of its Common Stock; or

               (iii)the  Company shall authorize the granting to all holders the
          Common  Stock  rights or warrants  to  subscribe  for or purchase  any
          shares of capital stock of any class or of rights; or

               (iv) the  approval of any  stockholders  of the Company  shall be
          required in connection with any  reclassification of the Common Stock,
          any  consolidation or merger to which the Company is a party, any sale
          or transfer of all or substantially  all of the assets of the Company,
          or any compulsory share exchange whereby the Common Stock is converted
          into other securities, cash or property; or

               (v)  the  Company  shall  authorize  the  voluntary  dissolution,
          liquidation or winding up of the affairs of the Company,

                                       6
<PAGE>


          then the Company shall cause to be mailed to each Holder at their last
          addresses as they shall appear upon the Warrant Register,  at least 20
          calendar  days  prior  to the  applicable  record  or  effective  date
          hereinafter specified, a notice stating (x) the date on which a record
          is to be  taken  for  the  purpose  of  such  dividend,  distribution,
          redemption, rights or warrants, or if a record is not to be taken, the
          date as of which the holders of Common  Stock of record to be entitled
          to such dividend, distributions, redemption, rights or warrants are to
          be  determined  or  (y)  the  date  on  which  such  reclassification,
          consolidation, merger, sale, transfer or share exchange is expected to
          become  effective  or close,  and the date as of which it is  expected
          that  holders of Common  Stock of record shall be entitled to exchange
          their shares of Common Stock for  securities,  cash or other  property
          deliverable upon such reclassification,  consolidation,  merger, sale,
          transfer,  share  exchange,  dissolution,  liquidation  or winding up;
          provided,  however, that the failure to mail such notice or any defect
          therein or in the mailing thereof shall not affect the validity of the
          corporate action required to be specified in such notice.

     9. Payment of Exercise  Price.  The Holder shall pay the Exercise  Price by
delivery to the Company of immediately available funds.

     10. Fractional  Shares. The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would,  except for the provisions of this Section,  be issuable on
the exercise of this  Warrant,  the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

     11.  Notices.  Any and all notices or other  communications  or  deliveries
hereunder  shall be in writing and 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 6:30 p.m.  (New York City  time) on a business  day,  (ii) the
business day after the date of transmission,  if such notice or communication is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  later than 6:30 p.m.  (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the 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. The addresses for such communications shall be: (i) if to the Company, to
Fusion Networks  Holdings,  Inc., 8115 N.W. 29th Street,  Miami,  Florida 33122,
Facsimile  No.:(305)  477-6703 attn:  Chief Financial  Officer or (ii) if to the
Holder,  to the  Holder at the  address or  facsimile  number  appearing  on the
Warrant  Register or such other  address or  facsimile  number as the Holder may
provide to the Company in accordance with this Section.


                                       7
<PAGE>
     12.  Warrant  Agent.  The Company  shall serve as warrant  agent under this
Warrant.  Upon thirty days' notice to the Holder,  the Company may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

     13. Miscellaneous.

          (a) This  Warrant  shall be binding on and inure to the benefit of the
     parties hereto and their  respective  successors and assigns.  This Warrant
     may be amended  only in writing  signed by the  Company  and the Holder and
     their successors and assigns.

          (b) Subject to Section 13(a), above,  nothing in this Warrant shall be
     construed to give to any person or  corporation  other than the Company and
     the  Holder  any  legal or  equitable  right,  remedy or cause  under  this
     Warrant.  This Warrant shall inure to the sole and exclusive benefit of the
     Company and the Holder.

          (c) The  corporate  laws of the State of  Delaware  shall  govern  all
     issues  concerning the relative rights of the Company and its stockholders.
     All other questions concerning the construction,  validity, enforcement and
     interpretation  of this  Warrant  shall be  governed by and  construed  and
     enforced  in  accordance  with the  internal  laws of the State of Florida,
     without regard to the  principles of conflicts of law thereof.  The Company
     and the Holder hereby irrevocably  submit to the exclusive  jurisdiction of
     the  state  and  federal  courts  sitting  in the  City of  Miami,  for the
     adjudication of any dispute hereunder or in connection herewith or with any
     transaction contemplated hereby or discussed herein, and hereby irrevocably
     waives,  and agrees not to assert in any suit,  action or  proceeding,  any
     claim that it is not  personally  subject to the  jurisdiction  of any such
     court,  or that such suit,  action or proceeding  is improper.  Each of the
     Company  and the  Holder  hereby  irrevocably  waives  personal  service of
     process and consents to process  being  served in any such suit,  action or
     proceeding  by  receiving a copy thereof sent to the Company at the address
     in effect  for  notices to it under this  instrument  and agrees  that such
     service shall constitute good and sufficient  service of process and notice
     thereof.  Nothing  contained herein shall be deemed to limit in any way any
     right to serve process in any manner permitted by law.

          (d) The headings herein are for convenience  only, do not constitute a
     part of this  Warrant and shall not be deemed to limit or affect any of the
     provisions hereof.

                                       8
<PAGE>

          (e) In case any one or more of the provisions of this Warrant shall be
     invalid or unenforceable in any respect, the validity and enforceability of
     the remaining  terms and provisions of this Warrant shall not in any way be
     affected or impaired  thereby and the parties will attempt in good faith to
     agree upon a valid and enforceable  provision which shall be a commercially
     reasonable  substitute  therefor,  and upon so agreeing,  shall incorporate
     such substitute provision in this Warrant.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its authorized officer as of the date first indicated above.

                                               FUSION NETWORKS HOLDINGS, INC.


                                               By:_________________________
                                               Name:
                                               Title:

Warrant#:         1
Holder:
# of Shares:
Date:
Price:            $


                                       9
<PAGE>

                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Fusion Networks Holdings, Inc.:

     The undersigned hereby irrevocably elects to purchase  _____________ shares
of common stock, $.00001 par value per share, of Fusion Networks Holdings, Inc.,
(the "Common  Stock") and  encloses  herewith  $________  in cash,  certified or
official bank check or checks, which sum represents the aggregate Exercise Price
(as defined in the  Warrant)  for the number of shares of Common  Stock to which
this Form of Election to Purchase  relates,  together with any applicable  taxes
payable by the undersigned pursuant to the Warrant.

     The  Exercise   Price   applicable   to  the  purchase   hereunder   equals
$___________.

     The undersigned  requests that  certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:

PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER______________________________________________

    _________________________________________________________________________
                         (Please print name and address)

     If the number of shares of Common Stock  issuable upon this exercise  shall
not be all of the shares of Common  Stock which the  undersigned  is entitled to
purchase in accordance with the enclosed Warrant,  the undersigned requests that
a New Warrant (as defined in the Warrant)  evidencing  the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:

    _________________________________________________________________________
                         (Please print name and address)

Dated: _____________, 20____

                           Name of Holder:___________________________
                                                              (Print)

                           (By:)_____________________________________
                            (Name:)__________________________________
                           (Title:)___________________________________
                           (Signature must conform in all respects to name of
                             holder as specified on the face of the Warrant)

                                       10
<PAGE>

                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant  to  purchase  ____________  shares of Common  Stock of Fusion  Networks
Holdings,   Inc.,   to  which  the   within   Warrant   relates   and   appoints
________________ attorney to transfer said right on the books of Fusion Networks
Holdings, Inc., with full power of substitution in the premises.

Dated:_______________, 20____


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


                          _________________________________________________
                          Address of Transferee

                          _________________________________________________

                          _________________________________________________



In the presence of:


_______________________