EXHBIT 4.2

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.


                          COMMON STOCK PURCHASE WARRANT

    To Purchase Shares of $0.0001 Par Value Common Stock ("Common Stock") of

                              No. [W-__] [ ] Shares

                       POWERHOUSE TECHNOLOGIES GROUP, INC.

      THIS CERTIFIES that, for value received, ___________________________ (the
"Purchaser" or "Holder") is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after the date hereof and on
or prior to 8:00 p.m. New York City Time on the date that is five years after
the date hereof (the "Termination Date"), but not thereafter, provided that, in
no event will the Termination Date occur prior to the 60th day after the
effective date of a Company registration statement including the Warrant Shares
(as defined below), to subscribe for and purchase from PowerHouse Technologies
Group, Inc., a Delaware corporation (the "Company"), a number of shares of
Common Stock equal to the quotient of a number of shares of Common Stock equal
to 25% of number shares of Series A Preferred Stock purchased by Purchaser (the
"Warrant Shares") at an Exercise Price equal to $3.83 per share (as adjusted
from time to time pursuant to the terms hereof, the "Exercise Price"). The
Exercise Price and the number of shares for which the Warrant is exercisable
shall be subject to adjustment as provided herein. This Warrant is being issued
in connection with the Series A Senior Unit Purchase Agreement dated August 13,
2004 (the "Purchase Agreement"), entered into between the Company and the
Purchaser. Capitalized terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the Purchase Agreement.

1.    Title of Warrant. Prior to the expiration hereof and subject to compliance
      with applicable laws, this Warrant and all rights hereunder are
      transferable, in whole or in part, at the office or agency of the Company
      by the Holder hereof in person or by duly authorized attorney, upon
      surrender of this Warrant together with (a) the Assignment Form annexed
      hereto properly endorsed, and (b) any other documentation reasonably
      necessary to satisfy the Company that such transfer is in compliance with
      all applicable securities laws. The term "Holder" shall refer to the
      Purchaser or any subsequent transferee of this Warrant.

<PAGE>

2.    Authorization of Shares. The Company covenants that all shares of Common
      Stock which may be issued upon the exercise of rights represented by this
      Warrant will, upon exercise of the rights represented by this Warrant and
      payment of the Exercise Price as set forth herein will be duly authorized,
      validly issued, fully paid and nonassessable and free from all taxes,
      liens and charges in respect of the issue thereof (other than taxes in
      respect of any transfer occurring contemporaneously with such issue or
      otherwise specified herein).

3.    Exercise of Warrant.

(a)   The Holder may exercise this Warrant, in whole or in part, at any time and
      from time to time,

      (i) by delivering (which may be by facsimile) to the offices of the
      Company or any transfer agent for the Common Stock this Warrant, together
      with a Notice of Exercise in the form annexed hereto specifying the number
      of Warrant Shares with respect to which this Warrant is being exercised,
      together with payment in cash to the Company of the Exercise Price
      therefore, or

      (ii) by the exchange of this Warrant in whole or in part (with the
      Cashless Exercise subscription form in the form annexed hereto duly
      executed) (a "Cashless Exercise") at the address of the Company set forth
      herein. Such presentation and exchange shall be deemed a waiver of the
      Holder's obligation to pay the Exercise Price or, in the case of a partial
      exercise of this Warrant, of the portion of the Exercise Price that would
      otherwise be payable in connection with such partial exercise. Upon
      presentment of this Warrant in connection with a Cashless Exercise, the
      number of Warrant Shares subject to this Warrant shall be reduced by the
      number of Warrant Shares specified on the Cashless Exercise subscription
      form, and in exchange for such reduction the Holder shall receive the
      number of Warrant Shares, as the case may be, specified on the Cashless
      Exercise subscription form (up to the total number of Warrant Shares which
      are subject to this Warrant) multiplied by a fraction, the numerator of
      which shall be the difference between the then current market price per
      share of the Common Stock and the Exercise Price per share, and the
      denominator of which shall be the then current market price per share of
      Common Stock. For purposes of any computation under this Section 3(a), the
      then current market price shall be the closing price on the trading day
      immediately prior to the execution of the Cashless Exercise subscription
      form by Holder.

      In the event that the Warrant is not exercised in full, the number of
      Warrant Shares shall be reduced by the number of such Warrant Shares for
      which this Warrant is exercised and/or surrendered, and the Company, if
      requested by Holder and at its expense, shall within three (3) Trading
      Days (as defined below) issue and deliver to the Holder a new Warrant of
      like tenor in the name of the Holder or as the Holder (upon payment by
      Holder of any applicable transfer taxes) may request, reflecting such
      adjusted Warrant Shares. Notwithstanding anything to the contrary set
      forth herein, upon exercise of any portion of this Warrant in accordance
      with the terms hereof, the Holder shall not be required to physically
      surrender this Warrant to the Company unless such Holder is

                                       2
<PAGE>

      purchasing the full amount of Warrant Shares represented by this Warrant.
      The Holder and the Company shall maintain records showing the number of
      Warrant Shares so purchased hereunder and the dates of such purchases or
      shall use such other method, reasonably satisfactory to the Holder and the
      Company, so as not to require physical surrender of this Warrant upon each
      such exercise. The Holder and any assignee, by acceptance of this Warrant
      or a new Warrant, acknowledge and agree that, by reason of the provisions
      of this Section, following exercise of any portion of this Warrant, the
      number of Warrant Shares which may be purchased upon exercise of this
      Warrant may be less than the number of Warrant Shares set forth on the
      face hereof

      Certificates for shares of Common Stock purchased hereunder shall be
      delivered to the Holder hereof within three (3) Trading Days after the
      date on which this Warrant shall have been exercised as aforesaid. The
      Holder may withdraw its Notice of Exercise at any time if the Company
      fails to timely deliver the relevant certificates to the Holder as
      provided in this Agreement. A Notice of Exercise shall be deemed sent on
      the date of delivery if delivered before 8:00 p.m. New York Time on such
      date, or the day following such date if delivered after 8:00 p.m. New York
      Time; provided that the Company is only obligated to deliver Warrant
      Shares against delivery of the Exercise Price from the holder hereof and
      surrender of this Warrant (or appropriate affidavit and/or indemnity in
      lieu thereof).

      In lieu of delivering physical certificates representing the Warrant
      Shares issuable upon conversion of this Warrant, provided the Company's
      transfer agent is participating in the Depository Trust Company ("DTC")
      Fast Automated Securities Transfer ("FAST") program, upon request of the
      Holder, the Company shall use its best efforts to cause its transfer agent
      to electronically transmit the Warrant Shares issuable upon exercise to
      the Holder, by crediting the account of the Holder's prime broker with DTC
      through its Deposit Withdrawal Agent Commission ("DWAC") system. The time
      periods for delivery described above shall apply to the electronic
      transmittals through the DWAC system. The Company agrees to coordinate
      with DTC to accomplish this objective.

(b)   The term "Trading Day" means (x) if the Common Stock is not listed on the
      New York or American Stock Exchange but sale prices of the Common Stock
      are reported on Nasdaq National Market or another automated quotation
      system, a day on which trading is reported on the principal automated
      quotation system on which sales of the Common Stock are reported, (y) if
      the Common Stock is listed on the New York Stock Exchange or the American
      Stock Exchange, a day on which there is trading on such stock exchange, or
      (z) if the foregoing provisions are inapplicable, a day on which
      quotations are reported by National Quotation Bureau Incorporated.

4.    No Fractional Shares or Scrip. No fractional shares or scrip representing
      fractional shares shall be issued upon the exercise of this Warrant. In
      lieu of issuance of a fractional share upon any exercise hereunder, the
      Company will either round up to nearest whole number of shares or pay the
      cash value of that fractional share, which cash value shall be calculated
      on the basis of the average closing price of the Common Stock during the
      five (5) Trading Days immediately preceding the date of exercise.

                                       3
<PAGE>

5.    Charges, Taxes and Expenses. Issuance of certificates for shares of Common
      Stock upon the exercise of this Warrant shall be made without charge to
      the Holder hereof for any issue or transfer tax or other incidental
      expense in respect of the issuance of such certificate, all of which taxes
      and expenses shall be paid by the Company, and such certificates shall be
      issued in the name of the Holder of this Warrant or in such name or names
      as may be directed by the Holder of this Warrant; provided, however, that
      in the event certificates for shares -------- ------- of Common Stock are
      to be issued in a name other than the name of the Holder of this Warrant,
      this Warrant when surrendered for exercise shall be accompanied by the
      Assignment Form attached hereto duly executed by the Holder hereof; and
      provided further, that the Company -------- ------- shall not be required
      to pay any tax or taxes which may be payable in respect of any transfer
      involved in the issuance of any Warrant certificates or any certificates
      for the Warrant Shares other than the issuance of a Warrant Certificate to
      the Holder in connection with the Holder's surrender of a Warrant
      Certificate upon the exercise of all or less than all of the Warrants
      evidenced thereby.

6.    Closing of Books. The Company will at no time close its shareholder books
      or records in any manner which interferes with the timely exercise of this
      Warrant.

7.    No Rights as Shareholder until Exercise. Subject to Section 12 of this
      Warrant and the provisions of any other written agreement between the
      Company and the Purchaser, the Purchaser shall not be entitled to vote or
      receive dividends or be deemed the holder of Warrant Shares or any other
      securities of the Company that may at any time be issuable on the exercise
      hereof for any purpose, nor shall anything contained herein be construed
      to confer upon the Purchaser, as such, any of the rights of a stockholder
      of the Company or any right to vote for the election of directors or upon
      any matter submitted to stockholders at any meeting thereof, or to give or
      withhold consent to any corporate action (whether upon any
      recapitalization, issuance of stock, reclassification of stock, change of
      par value, or change of stock to no par value, consolidation, merger,
      conveyance or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise until the Warrant shall have
      been exercised as provided herein. However, at the time of the exercise of
      this Warrant pursuant to Section 3 hereof, the Warrant Shares so purchased
      hereunder shall be deemed to be issued to such Holder as the record owner
      of such shares as of the close of business on the date on which this
      Warrant shall have been exercised.

8.    Assignment and Transfer of Warrant. This Warrant may be assigned by the
      surrender of this Warrant and the Assignment Form annexed hereto duly
      executed at the office of the Company (or such other office or agency of
      the Company or its transfer agent as the Company may designate by notice
      in writing to the registered Holder hereof at the address of such Holder
      appearing on the books of the Company); provided, however, that this
      Warrant may not be resold or otherwise ------- transferred except (i) in a
      transaction registered under the Securities Act of 1933, as amended (the
      "Act"), or (ii) in a transaction pursuant to an exemption, if available,
      from registration under the Act and whereby, if reasonably requested by
      the Company, an opinion of counsel reasonably satisfactory to the Company
      is obtained by the Holder of this Warrant to the effect that the
      transaction is so exempt.

                                       4
<PAGE>

9.    Loss, Theft, Destruction or Mutilation of Warrant; Exchange. The Company
      represents warrants and covenants that (a) upon receipt by the Company of
      evidence and/or indemnity reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of any Warrant or stock certificate
      representing the Warrant Shares, and in case of loss, theft or
      destruction, of indemnity reasonably satisfactory to it, and (b) upon
      surrender and cancellation of such Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock
      certificate of like tenor and dated as of such cancellation, in lieu of
      this Warrant or stock certificate, without any charge therefor. This
      Warrant is exchangeable at any time for an equal aggregate number of
      Warrants of different denominations, as requested by the holder
      surrendering the same, or in such denominations as may be requested by the
      Holder following determination of the Exercise Price. No service charge
      will be made for such registration or transfer, exchange or reissuance.

10.   Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
      taking of any action or the expiration of any right required or granted
      herein shall be a Saturday, Sunday or a legal holiday, then such action
      may be taken or such right may be exercised on the next succeeding day not
      a legal holiday.

11.   Effect of Certain Events. If at any time while this Warrant or any portion
      thereof is outstanding and unexpired there shall be a transaction (by
      merger or otherwise) in which more than 50% of the voting power of the
      Company is disposed of (collectively, a "Sale or Merger Transaction"), the
      Holder of this Warrant shall have the right thereafter to purchase, by
      exercise of this Warrant and payment of the aggregate Exercise Price in
      effect immediately prior to such action, the kind and amount of shares and
      other securities and property which it would have owned or have been
      entitled to receive after the happening of such transaction had this
      Warrant been exercised immediately prior thereto, subject to further
      adjustment as provided in Section 12.

12.   Adjustments of Exercise Price and Number of Warrant Shares.

      The number of and kind of securities purchasable upon exercise of this
      Warrant and the Exercise Price shall be subject to adjustment from time to
      time as set forth in this Section 12.

(a)   Subdivisions, Combinations, Stock Dividends and other Issuances. If
      the Company shall, at any time while this Warrant is outstanding, (A) pay
      a stock dividend or otherwise make a distribution or distributions on any
      equity securities (including instruments or securities convertible into or
      exchangeable for such equity securities) in shares of Common Stock, (B)
      subdivide outstanding shares of Common Stock into a larger number of
      shares, or (C) combine outstanding Common Stock into a smaller number of
      shares, then the Exercise Price shall be multiplied by a fraction, the
      numerator of which shall be the number of shares of Common Stock
      outstanding before such event and the denominator of which shall be the
      number of shares of Common Stock outstanding after such event. Any
      adjustment made pursuant to this Section 12(a) shall become effective
      immediately after the record date for the determination of stockholders
      entitled to receive

                                       5
<PAGE>

      such dividend or distribution and shall become effective immediately after
      the effective date in the case of a subdivision or combination. The number
      of shares which may be purchased hereunder shall be increased
      proportionately to any reduction in Exercise Price pursuant to this
      paragraph 12(a), so that after such adjustments the aggregate Exercise
      Price payable hereunder for the increased number of shares shall be the
      same as the aggregate Exercise Price in effect just prior to such
      adjustments.

(b)   Other Distributions. If at any time after the date hereof the Company
      distributes to holders of its Common Stock, other than as part of its
      dissolution, liquidation or the winding up of its affairs, any shares of
      its capital stock, any evidence of indebtedness or any of its assets
      (other than Common Stock), then the number of Warrant Shares for which
      this Warrant is exercisable shall be increased to equal: (i) the number of
      Warrant Shares for which this Warrant is exercisable immediately prior to
      such event, (ii) multiplied by a fraction, (A) the numerator of which
      shall be the Fair Market Value (as defined below) per share of Common
      Stock on the record date for the dividend or distribution, and (B) the
      denominator of which shall be the Fair Market Value price per share of
      Common Stock on the record date for the dividend or distribution minus the
      amount allocable to one share of Common Stock of the value (as jointly
      determined in good faith by the Board of Directors of the Company and the
      Holder) of any and all such evidences of indebtedness, shares of capital
      stock, other securities or property, so distributed. For purposes of this
      Warrant, "Fair Market Value" shall equal the average closing trading price
      of the Common Stock on the Principal Market (as defined in the Purchase
      Agreement) for the 5 Trading Days preceding the date of determination or,
      if the Common Stock is not listed or admitted to trading on any Principal
      Market, and the average price cannot be determined as contemplated above,
      the Fair Market Value of the Common Stock shall be as reasonably
      determined in good faith by the Company's Board of Directors and the
      Holder. The Exercise Price shall be reduced to equal: (i) the Exercise
      Price in effect immediately before the occurrence of any event (ii)
      multiplied by a fraction, (A) the numerator of which is the number of
      Warrant Shares for which this Warrant is exercisable immediately before
      the adjustment, and (B) the denominator of which is the number of Warrant
      Shares for which this Warrant is exercisable immediately after the
      adjustment.

(c)   Merger, etc. If at any time after the date hereof there shall be a merger
      or consolidation of the Company with or into or a transfer of all or
      substantially all of the assets of the Company to another entity, then the
      Holder shall be entitled to receive upon or after such transfer, merger or
      consolidation becoming effective, and upon payment of the Exercise Price
      then in effect, the number of shares or other securities or property of
      the Company or of the successor corporation resulting from such merger or
      consolidation, which would have been received by the Holder for the shares
      of stock subject to this Warrant had this Warrant been exercised just
      prior to such transfer, merger or consolidation becoming effective or to
      the applicable record date thereof, as the case may be. The Company will
      not merge or consolidate with or into any other corporation, or sell or
      otherwise transfer its property, assets and business substantially as an
      entirety to another corporation, unless the corporation resulting from
      such merger or consolidation (if not the Company), or such transferee
      corporation, as the case may be, shall expressly assume in writing the due
      and

                                       6
<PAGE>

      punctual performance and observance of each and every covenant and
      condition of this Warrant to be performed and observed by the Company.

(d)   Reclassification, etc. If at any time after the date hereof there shall be
      a reorganization or reclassification of the securities as to which
      purchase rights under this Warrant exist into the same or a different
      number of securities of any other class or classes, then the Holder shall
      thereafter be entitled to receive upon exercise of this Warrant, during
      the period specified herein and upon payment of the Exercise Price then in
      effect, the number of shares or other securities or property resulting
      from such reorganization or reclassification, which would have been
      received by the Holder for the shares of stock subject to this Warrant had
      this Warrant at such time been exercised.

(e)   Exercise Price Adjustment. In the event that on or subsequent to the
      Closing Date, the Company issues or sells any Common Stock, any
      Convertible Securities, 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 Placement Agency Agreement,
      (iii) shares of Common Stock issued pursuant to a stock dividend, split or
      other similar transaction, 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 (including, without limitation, shares of
      Series A Preferred Stock) 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.

(f)   In the event of any adjustment in the number of Warrant Shares issuable
      hereunder upon exercise, the Exercise Price shall be inversely
      proportionately increased or decreased as the case may be, such that
      aggregate purchase price for Warrant Shares upon full exercise of this
      Warrant shall remain the same. Similarly, in the event of any adjustment
      in the Exercise Price, the number of Warrant Shares issuable hereunder
      upon exercise shall be inversely proportionately increased or decreased as
      the case may be, such that aggregate purchase price for Warrant Shares
      upon full exercise of this Warrant shall remain the same.

                                       7
<PAGE>

13.   Voluntary Adjustment by the Company. The Company may at its option, at any
      time during the term of this Warrant, reduce but not increase the then
      current Exercise Price to any amount and for any period of time deemed
      appropriate by the Board of Directors of the Company.

14.   Notice of Adjustment. Whenever the number of Warrant Shares or number or
      kind of securities or other property purchasable upon the exercise of this
      Warrant or the Exercise Price is adjusted, the Company shall promptly mail
      to the Holder of this Warrant a notice setting forth the number of Warrant
      Shares (and other securities or property) purchasable upon the exercise of
      this Warrant and the Exercise Price of such Warrant Shares after such
      adjustment and setting forth the computation of such adjustment and a
      brief statement of the facts requiring such adjustment.

15.   Authorized Shares. The Company covenants that during the period the
      Warrant is outstanding and exercisable, it will reserve from its
      authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any
      and all purchase rights under this Warrant. The Company further covenants
      that its issuance of this Warrant shall constitute full authority to its
      officers who are charged with the duty of executing stock certificates to
      execute and issue the necessary certificates for the Warrant Shares upon
      the exercise of the purchase rights under this Warrant. The Company will
      take all such reasonable action as may be necessary to assure that such
      Warrant Shares may be issued as provided herein without violation of any
      applicable law, regulation, or rule of any applicable market or exchange.

16.   Compliance with Securities Laws.

(a)   The Holder hereof acknowledges that the Warrant Shares acquired upon the
      exercise of this Warrant, if not registered (or if no exemption from
      registration exists), will have restrictions upon resale imposed by state
      and federal securities laws. Each certificate representing the Warrant
      Shares issued to the Holder upon exercise (if not registered, for resale
      or otherwise, or if no exemption from registration exists) will bear
      substantially the following legend:

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
      THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
      STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
      BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
      TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS.

                                       8
<PAGE>

(b)   Without limiting the Purchaser's right to transfer, assign or otherwise
      convey the Warrant or Warrant Shares in compliance with all applicable
      securities laws, the Holder of this Warrant, by acceptance hereof,
      acknowledges that this Warrant and the Warrant Shares to be issued upon
      exercise hereof are being acquired solely for the Purchaser's own account
      and not as a nominee for any other party, and that the Purchaser 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 applicable federal and state securities laws.

18.   Miscellaneous.

(a)   Issue Date; Choice of Law; Venue; Jurisdiction. The provisions of this
      Warrant shall be construed and shall be given effect in all respects as if
      it had been issued and delivered by the Company on the date hereof. This
      Warrant shall be binding upon any successors or assigns of the Company.
      This Warrant will be construed and enforced in accordance with and
      governed by the laws of the State of New York, except for matters arising
      under the Act, without reference to principles of conflicts of law. Each
      of the parties consents to the exclusive jurisdiction of the Federal and
      State Courts sitting in the County of New York in the State of New York in
      connection with any dispute arising under this Warrant and hereby waives,
      to the maximum extent permitted by law, any objection, including any
      objection based on forum non conveniens or venue, to the bringing of any
      such proceeding in such jurisdiction. EACH PARTY HERETO WAIVES THE RIGHT
      TO A TRIAL BY JURY.

(b)   Modification and Waiver. This Warrant and any provisions hereof may be
      changed, waived, discharged or terminated only by an instrument in writing
      signed by the party against which enforcement of the same is sought. Any
      amendment effected in accordance with this paragraph shall be binding upon
      the Purchaser, each future holder of this Warrant and the Company. No
      waivers of, or exceptions to, any term, condition or provision of this
      Warrant, in any one or more instances, shall be deemed to be, or construed
      as, a further or continuing waiver of any such term, condition or
      provision.

(c)   Notices. Any notice or other communication required or permitted to be
      given hereunder shall be in writing by facsimile, mail or personal
      delivery and shall be effective upon actual receipt of such notice. The
      addresses for such communications shall be to the addresses as shown on
      the books of the Company or to the Company at the address set forth in the
      Purchase Agreement. A party may from time to time change the address to
      which notices to it are to be delivered or mailed hereunder by notice in
      accordance with the provisions of this Section 18(c).

(d)   Severability. Whenever possible, each provision of this Warrant shall be
      interpreted in such manner as to be effective and valid under applicable
      law, but if any provision of this Warrant is held to be invalid, illegal
      or unenforceable in any respect under any applicable law or rule in any
      jurisdiction, such invalidity, illegality or unenforceability shall not
      affect the validity, legality or enforceability of any other provision of
      this Warrant in such jurisdiction or affect the validity, legality or
      enforceability of any provision in any other

                                       9
<PAGE>

      jurisdiction, but this Warrant shall be reformed, construed and enforced
      in such jurisdiction as if such invalid, illegal or unenforceable
      provision had never been contained herein.

(e)   Specific Enforcement. The Company and the Holder acknowledge and agree
      that irreparable damage would occur in the event that any of the
      provisions of this Warrant were not performed in accordance with their
      specific terms or were otherwise breached. It is accordingly agreed that
      the parties shall be entitled to an injunction or injunctions to prevent
      or cure breaches of the provisions of this Warrant and to enforce
      specifically the terms and provisions hereof, this being in addition to
      any other remedy to which either of them may be entitled by law or equity.

                            [Signature Page Follows]

                                       10
<PAGE>

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

Dated:  August 13, 2004
                                    POWERHOUSE TECHNOLOGIES GROUP, Inc.


                                    By: ______________________________
                                        Name:    Jay Elliot
                                        Title:   Chief Executive Officer

                                       11
<PAGE>

                               NOTICE OF EXERCISE
                               ------------------


To:   PowerHouse Technologies Group, Inc.

(1) The undersigned hereby elects to exercise the attached Warrant for and to
purchase thereunder, ______ shares of Common Stock, and herewith makes payment
therefor of $_______.

(2) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                  -------------------------------
                  (Name)

                  -------------------------------
                  (Address)

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

(3) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                                        -----------------------------------
                                        (Name)

--------------------                    -----------------------------------
(Date)                                  (Signature)

                                        -----------------------------------
                                        (Address)


Dated:

------------------------------
Signature

<PAGE>

                           NOTICE OF CASHLESS EXERCISE
                           ---------------------------

SUBSCRIPTION (cashless exercise)
--------------------------------


To:   PowerHouse Technologies Group, Inc.

The undersigned Holder ___________________, pursuant to the provisions of the
Warrant, hereby elects to exchange its Warrant, in whole or in part, as
appropriate, for ______ shares of Common Stock, stated value $___ per share, of
the Company, pursuant to the cashless exercise provisions of Section 3(a)(ii) of
the Warrant.


(2) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                  -------------------------------
                  (Name)

                  -------------------------------
                  (Address)

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

(3) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                                        -----------------------------------
                                        (Name)

--------------------                    -----------------------------------
(Date)                                  (Signature)


                                        -----------------------------------
                                        (Address)



Dated:

------------------------------
Signature

<PAGE>

                                 ASSIGNMENT FORM

                        (To assign the foregoing warrant,
               execute this form and supply required information.
                 Do not use this form to exercise the warrant.)


            FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

______________________________________________________________________.


______________________________________________________________________


                                          Dated:  ______________,


                  Holder's Signature:  _____________________________

                  Holder's Address:    _____________________________

                                       _____________________________


Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.