WARRANT AGREEMENT dated as of January 26, 1998 between THRUCOMM,  INC.,
a Florida  corporation  (the  "Company")  and BLUE  CHIP  CAPITAL  FUND  LIMITED
PARTNERSHIP,  a Delaware  limited  partnership  (hereinafter  referred to as the
"Holder").
                                   WITNESSETH:

         WHEREAS,  the  Company  proposes to issue to the Holder  warrants  (the
"Warrants")  to purchase up to an aggregate of 67,333  shares of common stock of
the Company (the "Common Stock"); and

         WHEREAS,  the Holder has  provided  the Company  with a guarantee  of a
$300,000  bridge  loan,  pursuant  to which the  Company  agreed to issue  these
Warrants if the bridge loan was not fully  discharged  on or before  October 31,
1997, which it was not; and

         WHEREAS,  the Warrants to be issued  pursuant to this Agreement will be
issued on the Closing Date (as such term is defined in the  Securities  Purchase
Agreement  dated as of January 26, 1998 among the Company and certain  investors
relating to the issuance of the Company's Series B Senior Convertible  Preferred
Stock) by the Company to the Holder in partial consideration for, and as part of
the Holder's compensation in connection with the aforementioned bridge loan;

         NOW,  THEREFORE,  in consideration of the premises,  the payment by the
Holder to the Company of an  aggregate  of one dollar  ($1.00),  the  agreements
herein set forth and other good and valuable consideration, hereby acknowledged,
the parties hereto agree as follows:

          1. Grant.  The Holder is hereby granted the right to purchase,  at any
     time from January 27, 1998,  until 5:30 P.M.,  Florida time, on January 27,
     2001, up to an aggregate of 67,333 shares of Common Stock (the "Shares") at
     an exercise  price  (subject to adjustment as provided in Section 7 hereof)
     of $0.002 per share of Common Stock subject to the terms and  conditions of
     this Agreement.

          2.  Warrant  Certificates.  The  warrant  certificates  (the  "Warrant
     Certificates")  delivered  and to be delivered  pursuant to this  Agreement
     shall be in the form set forth in  Exhibit  A,  attached  hereto and made a
     part hereof, with such appropriate  insertions,  omissions,  substitutions,
     and other variations as required or permitted by this Agreement.

          3. Exercise of Warrant.  The Warrants  initially are exercisable at an
     aggregate  initial  exercise  price  (subject to  adjustment as provided in
     Section 7 hereof)  per share of Common  Stock set forth in Section 6 hereof
     payable by  certified  or official  bank check in New York  Clearing  House
     funds,  subject  to  adjustment  as  provided  in  Section 7  hereof.  Upon
     surrender  of a Warrant  Certificate  with the annexed  Form of Election to
     Purchase duly  executed,  together  with payment of the Exercise  Price (as
     hereinafter  defined)  for the  shares of  Common  Stock  purchased  at the
     Company's  principal offices in St. Petersburg,  Florida (presently located
     at 1641 Commerce Avenue,  North, St. Petersburg,  Florida 33716) the Holder
     shall be entitled to receive a certificate or  certificates  for the shares
     of Common Stock so  purchased.  The  purchase  rights  represented  by each
                                       1
<PAGE>

     Warrant Certificate are exercisable at the option of the Holder thereof, in
     whole or in part  (but not as to  fractional  shares  of the  Common  Stock
     underlying the Warrants). Warrants may be exercised to purchase all or part
     of the  shares  of Common  Stock  represented  thereby.  In the case of the
     purchase of less than all the shares of Common Stock  purchasable under any
     Warrant Certificate, the Company shall cancel said Warrant Certificate upon
     the  surrender  thereof  and  shall  execute  and  deliver  a  new  Warrant
     Certificate  of like tenor for the  balance  of the shares of Common  Stock
     purchasable thereunder.

          4. Issuance of  Certificates.  Upon the exercise of the Warrants,  the
     issuance  of   certificates   for  shares  of  Common  Stock  and/or  other
     securities,  properties or rights  underlying such Warrants,  shall be made
     forthwith  (and in any event  within  five (5)  business  days  thereafter)
     without charge to the Holder thereof including, without limitation, any tax
     which  may  be  payable  in  respect  of the  issuance  thereof,  and  such
     certificates  shall  (subject  to the  provisions  of  Section 5 hereof) be
     issued in the name of, or in such names as may be  directed  by, the Holder
     thereof;  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
     issuance and delivery of any such certificates in a name other than that of
     the Holder,  and the Company shall not be required to issue or deliver such
     certificates  unless or until the person or persons requesting the issuance
     thereof shall have paid to the Company the amount of such tax or shall have
     established to the satisfaction of the Company that such tax has been paid.

          The Warrant Certificates and the certificates  representing the Shares
     underlying  the  Warrants  (and/or  other  securities,  property  or rights
     issuable upon the exercise of the Warrants)  shall be executed on behalf of
     the Company by the manual or facsimile  signature of the then  President or
     Vice President of the Company. Warrant Certificates shall be dated the date
     of  execution by the Company upon  initial  issuance,  division,  exchange,
     substitution or transfer.

          5.  Restriction  On  Transfer  of  Warrants.  The  Holder of a Warrant
     Certificate,  by its  acceptance  thereof,  covenants  and agrees  that the
     Warrants  are being  acquired as an  investment  and not with a view to the
     distribution  thereof;  that the  Warrants  may not be  sold,  transferred,
     assigned, hypothecated or otherwise disposed of, in whole or in part, for a
     period of one (1) year from the date hereof  unless an  exemption  from the
     Securities Act of 1933, as amended, is available therefor.

          6. Exercise Price.

               6.1 Initial and  Adjusted  Exercise  Price.  Except as  otherwise
          provided  in  Section 7 hereof,  the  initial  exercise  price of each
          Warrant  shall be  $0.002  per  share of Common  Stock.  The  adjusted
          exercise price shall be the price which shall result from time to time
          from  any  and  all  adjustments  of the  initial  exercise  price  in
          accordance with the provisions of Section 7 hereof.

               6.2 Exercise Price.  The term "Exercise  Price" herein shall mean
          the initial exercise price or the adjusted  exercise price,  depending
          upon the context.



                                       2
<PAGE>

          7. Adjustments to Exercise Price and Number of Securities.

               7.1 Subdivision and Combination. In case the Company shall at any
          time subdivide or combine the outstanding  shares of Common Stock, the
          Exercise  Price shall  forthwith be  proportionately  decreased in the
          case of subdivision or increased in the case of combination. 2

               7.2 Stock Dividends and Distributions.  In case the Company shall
          pay a dividend in, or make a  distribution  of, shares of Common Stock
          or of the Company's  capital stock  convertible into Common Stock, the
          Exercise  Price  shall  forthwith  be  proportionately  decreased.  An
          adjustment  made  pursuant to this Section 7.2 shall be made as of the
          record date for the subject stock dividend or distribution.

               7.3 Adjustment in Number of Securities.  Upon each  adjustment of
          the Exercise  Price  pursuant to the provisions of this Section 7, the
          number  of  Warrant  Securities  issuable  upon  the  exercise  at the
          adjusted  exercise  price of each  Warrant  shall be  adjusted  to the
          nearest  full amount by  multiplying  a number  equal to the  Exercise
          Price in effect  immediately prior to such adjustment by the number of
          Warrant Securities issuable upon exercise of the Warrants  immediately
          prior to such  adjustment  and dividing the product so obtained by the
          adjusted Exercise Price.

               7.4  Definition  of  Common  Stock.   For  the  purpose  of  this
          Agreement,  the term "Common  Stock" shall mean (i) the class of stock
          designated  as Common  Stock in the Articles of  Incorporation  of the
          Company  as may be amended  as of the date  hereof,  or (ii) any other
          class of stock resulting from successive changes or  reclassifications
          of such Common  Stock  consisting  solely of changes in par value,  or
          from par value to no par value, or from no par value to par value.

               7.5 Merger or Consolidation.  In case of any consolidation of the
          Company  with, or merger of the Company with, or merger of the Company
          into, another  corporation (other than a consolidation or merger which
          does not result in any  reclassification  or change of the outstanding
          Common Stock),  the corporation formed by such consolidation or merger
          shall  execute  and  deliver  to the  Holder  a  supplemental  warrant
          agreement  providing that the holder of each Warrant then  outstanding
          or to be  outstanding  shall  have the  right  thereafter  (until  the
          expiration of such Warrant) to receive, upon exercise of such warrant,
          the kind and  amount  of shares  of stock  and  other  securities  and
          property  receivable upon such consolidation or merger, by a holder of
          the  number of shares of Common  Stock of the  Company  for which such
          warrant  might  have  been   exercised   immediately   prior  to  such
          consolidation,  merger,  sale or transfer.  Such supplemental  warrant
          agreement  shall provide for  adjustments  which shall be identical to
          the  adjustments  provided in this  Section 7. The above  provision of
          this subsection shall similarly apply to successive  consolidations or
          mergers.

               7.6  No  Adjustment  of  Exercise  Price  in  Certain  Cases.  No
          adjustment of the Exercise Price shall be made:




                                       3
<PAGE>

                    (a) Upon the  issuance or sale of the Warrants or the shares
               of Common Stock issuable upon the exercise of the Warrants;

                    (b) If the amount of said adjustment  shall be less than two
               cents (2c) per Warrant Security,  provided, however, that in such
               case any adjustment  that would  otherwise be required then to be
               made  shall be carried  forward  and shall be made at the time of
               and together with the next subsequent  adjustment which, together
               with any adjustment so carried forward,  shall amount to at least
               two cents (2c) per Warrant Security.

          8.  Exchange and  Replacement  of Warrant  Certificates.  Each Warrant
     Certificate is exchangeable without expense,  upon the surrender thereof by
     the registered Holder at the principal executive office of the Company, for
     a new  Warrant  Certificate  of like  tenor  and date  representing  in the
     aggregate  the right to purchase the same number of Warrant  Securities  in
     such denominations as shall be designated by the Holder thereof at the time
     of such surrender.

          Upon receipt by the Company of evidence reasonably  satisfactory to it
     of the loss, theft,  destruction or mutilation of any Warrant  Certificate,
     and,  in case of loss,  theft or  destruction,  of  indemnity  or  security
     reasonably  satisfactory  to it, and  reimbursement  to the  Company of all
     reasonable expenses incidental thereto, and upon surrender and cancellation
     of the  Warrants,  if  mutilated,  the Company  will make and deliver a new
     Warrant Certificate of like tenor, in lieu thereof.

          9.  Elimination  of  Fractional  Interests.  The Company  shall not be
     required to issue certificates  representing  fractions of shares of Common
     Stock upon the exercise of the Warrants,  nor shall it be required to issue
     scrip or pay cash in lieu of fractional  interests,  it being the intent of
     the parties that all fractional  interests  shall be eliminated by rounding
     any  fraction up to the nearest  whole  number of shares of Common Stock or
     other securities, properties or rights.

          10.  Reservation  and Listing of Securities.  The Company shall at all
     times  reserve and keep  available out of its  authorized  shares of Common
     Stock,  solely  for the  purpose  of  issuance  upon  the  exercise  of the
     Warrants,  such  number  of shares  of  Common  Stock or other  securities,
     properties  or rights as shall be issuable upon the exercise  thereof.  The
     Company  covenants  and agrees  that,  upon  exercise of the  Warrants  and
     payment of the  Exercise  Price  therefor,  all shares of Common  Stock and
     other  securities  issuable  upon such  exercise  shall be duly and validly
     issued, fully paid, non-assessable and not subject to the preemptive rights
     of any  stockholder.  As long as the  Warrants  shall be  outstanding,  the
     Company  shall use its best  efforts  to cause all  shares of Common  Stock
     issuable  upon the  exercise  of the  Warrants  to be  listed  (subject  to
     official  notice of  issuance)  on all  securities  exchanges  on which the
     Common Stock issued to the public in connection herewith may then be listed
     and/or quoted.

          11. Notices to Warrant  Holders.  Nothing  contained in this Agreement
     shall be construed as  conferring  upon the Holders the right to vote or to
     consent or to receive notice as a stockholder in respect of any meetings of
     stockholder for the election of directors or any other matter, or as having


                                       4
<PAGE>

     any rights whatsoever as a stockholder of the Company.  If, however, at any
     time prior to the expiration of the Warrants and their exercise, any of the
     following events shall occur:

               (a) the Company  shall take a record of the holders of its shares
          of  Common  Stock  for the  purpose  of  entitling  them to  receive a
          dividend or  distribution  payable  otherwise  than in cash, or a cash
          dividend  or  distribution  payable  otherwise  than out of current or
          retained  earnings,  as indicated by the accounting  treatment of such
          dividend or distribution on the books of the Company; or

               (b) the  Company  shall  offer to all the  holders  of its Common
          Stock  any  additional  shares  of  capital  stock of the  Company  or
          securities  convertible  into or  exchangeable  for  shares of capital
          stock of the  Company,  or any option,  right or warrant to  subscribe
          therefor; or

               (c) a  dissolution,  liquidation  or  winding  up of the  Company
          (other than in connection with a consolidation or merger) or a sale of
          all or  substantially  all of its property,  assets and business as an
          entirety  shall be proposed;  then, in any one or more of said events,
          the Company  shall give written  notice of such event at least fifteen
          (15)  days  prior  to the date  fixed as a record  date or the date of
          closing the transfer books for the  determination  of the  stockholder
          entitled to such dividend,  distribution,  convertible or exchangeable
          securities  or  subscription  rights,  or  entitled  to  vote  on such
          proposed  dissolution,  liquidation,  winding up or sale.  Such notice
          shall  specify  such record  date or the date of closing the  transfer
          books,  as the case may be.  Failure to give such notice or any defect
          therein  shall  not  affect  the  validity  of  any  action  taken  in
          connection  with the  declaration or payment of any such dividend,  or
          the issuance of any  convertible  or  exchangeable  ,  securities,  or
          subscription rights, options or warrants, or any proposed dissolution,
          liquidation, winding up or sale.

          12. Representations.

               12.1  Authorization.  This  Warrant  has been  duly  and  validly
          authorized, executed and delivered by the Company, and constitutes the
          legal,  valid  and  binding  obligation  of the  Company,  enforceable
          against the Company in accordance with its terms.

               12.2. Authorized Common Stock. The authorized Common Stock of the
          Company  consists  solely of  100,000,000  shares of Common Stock,  of
          which  one  share  has been  issued  and is  outstanding  and of which
          6,733,000   shares  have  been  reserved  for  issuance   pursuant  to
          Convertible Preferred Stock, options and Warrants.

          13. Notices.

               13.1 Delivery of Notices. Any notice shall be deemed to have been
          duly  delivered (a) when  delivered by hand, if personally  delivered,
          (b) if sent by mail to a party whose address is in the same country as
          the sender,  two Business Days after being  deposited in the mail, via
          registered  or  certified  mail,  return  receipt  requested,  postage


                                       5
<PAGE>

          prepaid, (c) if sent by facsimile transmission on a Business Day, when
          receipt  is  acknowledged  or, if sent on a day that is not a Business
          Day, on the next  Business Day  following  the day on which receipt is
          acknowledged,  and (d) if sent by  recognized  international  courier,
          freight  prepaid,  with a copy sent by  telecopier,  to a party  whose
          address is not in the same country as the sender,  three Business Days
          after the  later of (i) being  telecopied  and (ii)  delivery  to such
          courier.

               13.2  Addresses for Notice.  All  communications  (including  all
          required or permitted notices) pursuant to the provisions hereof shall
          be in writing and shall be sent:

                    (a) If to the  registered  Holder  of the  Warrants,  to the
               address of such Holder as shown on the books of the Company; or

                    (b) If to the Company, to the address set forth in Section 3
               hereof or to such other  address as the Company may  designate by
               notice to the Holder.

          14.  Supplements and  Amendments.  The Company and the Holder may from
     time to time  supplement  or  amend  this  Agreement  in  order to cure any
     ambiguity,  to correct or supplement any provision  contained  herein which
     may be defective or inconsistent with any provisions herein, or to make any
     other provisions in regard to matters or questions  arising hereunder which
     the Company and the Holder may deem  necessary or  desirable  and which the
     Company and the Holder deem shall not adversely affect the interests of the
     Holder.

          15.  Successors.  All the covenants and  provisions of this  Agreement
     shall be binding upon and inure to the benefit of the  Company,  the Holder
     and their respective successors and assigns hereunder.

          16.  Termination.  This  Agreement  shall  terminate  at the  close of
     business on January 27, 2001.

          17. Governing Law; Submission to Jurisdiction. This Agreement and each
     Warrant  Certificate issued hereunder shall be deemed to be a contract made
     under  the  laws of the  State of  Florida  and for all  purposes  shall be
     construed in accordance  with the laws of said State without  giving effect
     to the rules of said State governing the conflicts of laws.

          The Company and the Holder hereby agree that any action, proceeding or
     claim against it arising out of, or relating in any way to, this  Agreement
     shall be brought  and  enforced in the courts of the State of Florida or of
     the  United  States of America  for the Middle  District  of  Florida,  and
     irrevocably  submit  to such  jurisdiction,  which  jurisdiction  shall  be
     exclusive.  The  Company  and  the  Holder  hereby  irrevocably  waive  any
     objection to such exclusive  jurisdiction or inconvenient  forum.  Any such
     process or summons to be served  upon any of the Company and the Holder (at
     the option of the party  bringing such action,  proceeding or claim) may be
     served by  transmitting  a copy thereof,  by registered or certified  mail,
     return receipt requested,  postage prepaid,  addressed to it at the address
     set forth in Section  13  hereof.  Such  mailing  shall be deemed  personal
     service  and  shall be legal  and  binding  upon the party so served in any


                                       6
<PAGE>

     action,  proceeding  or claim.  The Company  and the Holder  agree that the
     prevailing party(ies) in any such action or proceeding shall be entitled to
     recover from the other  party(ies) all of its/their  reasonable legal costs
     and  expenses  relating to such  action or  proceeding  and/or  incurred in
     connection with the preparation therefor.

          18. Entire Agreement; Modification. This Agreement contains the entire
     understanding between the parties hereto with respect to the subject matter
     hereof and may not be modified or amended  except by a writing  duly signed
     by the party against whom  enforcement of the  modification or amendment is
     sought.

          19. Severability.  If any provision of this Agreement shall be held to
     be invalid or unenforceable,  such invalidity or unenforceability shall not
     affect any other provision of this Agreement.

          20.  Captions.  The caption headings of the Sections of this Agreement
     are for convenience of reference only and are not intended, nor should they
     be construed as, a part of this Agreement and shall be given no substantive
     effect.

          21.  Benefits of this  Amendment.  Nothing in this Agreement  shall be
     construed to give to any person or  corporation  other than the Company and
     the  Holder  any  legal or  equitable  right,  remedy or claim  under  this
     Agreement;  and this Agreement shall be for the sole benefit of the Company
     and the Holder.

          22.  Counterparts.  This  Agreement  may be  executed in any number of
     counterparts and each of such counterparts shall for all purposes be deemed
     to be an original,  and such counterparts shall together constitute but one
     and the same instrument.


























                                       7
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed, as of the day and year first above written.

                                  THRUCOMM, INC.

                                  By: _____________________________

                                  Name: ___________________________

                                  Title:___________________________




                                  BLUE CHIP CAPITAL FUND LIMITED PARTNERSHIP


                                  By:      Blue Chip Venture Company,
                                           it General Partner

                                  By: _____________________________

                                  Name: ___________________________

                                  Title:___________________________
































                                       8
<PAGE>

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE
UPON  EXERCISE  THEREOF  MAY NOT BE OFFERED OR SOLD  EXCEPT  PURSUANT  TO (i) AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  (ii) TO THE  EXTENT  APPLICABLE,  RULE 144  UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES),  OR (iii)
AN OPINION OF COUNSEL,  IF SUCH  OPINION  SHALL BE  REASONABLY  SATISFACTORY  TO
COUNSEL FOR THE ISSUER,  THAT AN EXEMPTION  FROM  REGISTRATION  UNDER THE ACT IS
AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                    5:30 P.M., FLORIDA TIME, JANUARY 27, 2001


No. W-1
                                                            Warrants to Purchase
                                                   67,333 Shares of Common Stock

                               WARRANT CERTIFICATE

         This Warrant Certificate  certifies that Blue Chip Capital Fund Limited
Partnership is the registered holder of Warrants to purchase  initially,  at any
time from  January  27,  1998 until 5:30 p.m.  Florida  time on January 27, 2001
("Expiration Date"), up to 67,333 fully-paid and non-assessable shares of common
stock,  (the "Common  Stock") of  THRUCOMM,  INC.,  a Florida  corporation  (the
"Company"),  (one share of Common Stock referred to individually as a "Security"
and collectively as the "Securities") at the initial exercise price,  subject to
adjustment  in certain  events (the  "Exercise  Price"),  of $0.002 per share of
Common  Stock upon  surrender  of this  Warrant  Certificate  and payment of the
Exercise  Price at an  office  or  agency of the  Company,  but  subject  to the
conditions set forth herein and in the warrant agreement dated as of January 26,
1998 among the Company  and Blue Chip  Capital  Fund  Limited  Partnership  (the
"Warrant  Agreement").  Payment of the Exercise Price shall be made by certified
or official bank check in New York Clearing  House funds payable to the order of
the Company.

         No Warrant  may be  exercised  after 5:30 p.m.,  Florida  time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, shall thereafter be void.

         The Warrants  evidenced by this Warrant  Certificate are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations,  duties and immunities thereunder of the Company and the
holder (the word "holder" meaning the registered holder) of the Warrants.

         The Warrant  Agreement  provides  that upon the  occurrence  of certain
events the Exercise Price and the type and/or number of the Company's securities
issuable  thereupon may,  subject to certain  conditions,  be adjusted.  In such
event,  the Company  will,  at the  request of the  holder,  issue a new Warrant
Certificate  evidencing  the  adjustment  in the  Exercise  Price and the number
and/or type of securities issuable upon the exercise of the Warrants;  provided,


                                       9
<PAGE>

however,  that the failure of the Company to issue such new Warrant Certificates
shall not in any way  change,  alter,  or  otherwise  impair,  the rights of the
holder as set forth in the Warrant Agreement.

         Upon due  presentment  for  registration  of transfer  of this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the  Warrant
Agreement,  without any charge except for any tax or other  governmental  charge
imposed in connection with such transfer.

         Upon the  exercise of less than all of the  Warrants  evidenced by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number of unexercised Warrants.

         The Company may deem and treat the registered  holder(s)  hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

         All terms used in this  Warrant  Certificate  which are  defined in the
Warrant  Agreement  shall  have the  meanings  assigned  to them in the  Warrant
Agreement.































                                       10
<PAGE>

IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be duly
executed under its corporate seal.

Dated as of January 26, 1998

                                    THRUCOMM, INC.

[SEAL]                              By:_______________________________

                                    Name:_____________________________

                                    Title:____________________________


Attest:


______________________________________
Secretary






































                                       11
<PAGE>

               FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3

         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by this Warrant Certificate, to purchase:

         __________ shares of Common Stock;

and herewith tenders in payment for such securities a certified or official bank
check payable in New York Clearing House Funds to the order of Thrucomm, Inc. in
the amount of $______________,  all in accordance with the terms of Section 3 of
the Warrant Agreement dated as of January 26, 1998 among Thrucomm, Inc. and Blue
Chip  Capital  Fund  Limited  Partnership.   The  undersigned  requests  that  a
certificate    for   such    securities   be   registered   in   the   name   of
___________________________________________________     whose     address     is
_____________________________________________________________________  and  that
such Certificate be delivered to ______________________________________________
whose address is______________________________________________________.


Dated:__________________________
                                                    
                                Signature_____________________________________
                                (Signature  must conform in all  respects  to
                                 name  of holder as  specified on the face of
                                 the Warrant Certificate.)


                                 ______________________________________________
                                 (Insert Social Security or Other Identifying
                                  Number of Holder)



























                                       12
<PAGE>

                               FORM OF ASSIGNMENT


                (To be executed by the registered holder if such
                     holder desires to transfer the Warrant
                                  Certificate.)

     FOR  VALUE  RECEIVED________________________   hereby  sells,  assigns  and
transfers unto_________________________________________________________________
                  (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and      does      hereby      irrevocably      constitute      and      appoint
_______________________________________________________   attorney-in-fact,   to
transfer  the  within  Warrant  Certificate  on the  books  of the  within-named
Company, with full power of substitution.


Dated: ________________          Signature: ___________________________________
                                (Signature  must conform in all  respects  to
                                 name  of holder as  specified on the face of
                                 the Warrant Certificate.)

                                 ______________________________________________
                                 (Insert Social Security or Other Identifying
                                  Number of Holder)
                                               






























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<PAGE>