Exhibit 10.17

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "ACT"),  AND MAY NOT BE OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED,
PLEDGED  OR  HYPOTHECATED  EXCEPT IN  COMPLIANCE  WITH THE ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.



                        Warrant to Purchase Common Stock

                                       of

                               ALPHA VIRTUAL, INC.


No. BWC-8                                    Date of Issuance - December 7, 2001


                          Void after December 10, 2001

         Alpha Virtual,  Inc., a Delaware  corporation (the  "Company"),  hereby
certifies that, for value received,  Global Alpha Corporation,  a British Virgin
Islands company (including any successors and assigns,  "Holder"),  is entitled,
subject to the terms set forth below,  to purchase  from the Company  (including
any corporation  which shall succeed to or assume the obligations of the Company
hereunder)  at any time or from time to time  before  5:00 PM Pacific  time,  on
December  10,  2001,  (the  "Expiration  Date") up to One  Hundred  Seventy-five
Thousand  Dollars  ($175,00)  of fully paid and  nonassessable  shares of common
stock, par value $0.001 per share ("Common Stock"), of the Company. The purchase
price per share of such Common Stock upon  exercise of this Warrant shall be the
fair market value or Twenty-Two and One-Half  Cents ($0.225)  whichever is less,
subject to  adjustment as provided in Section 7 hereof (the  "Purchase  Price").
The fair market value shall be the "bid" price of the Company's  Common Stock on
the Over-the-Counter:Bulletin  Board at the close of business on the fifth (5th)
business day preceding the exercise of this Warrant. (For example, if the lowest
price is $0.225 per share,  then the Holder would divide  $175,000 by $0.225 and
the Company would issue 777,778 of its shares of Common Stock.)

         1.  Series of  Warrants.  This  Warrant is one of a series of  warrants
issued  pursuant to a  Securities  Purchase  Agreement  dated April 5, 2001,  as
amended on August 3, 2001,  and on November 5, 2001,  and as amended on December
7, 2001 (as amended,  the "Securities  Purchase  Agreement") between the Company
and the Holder.  The term "Stock Warrants," as used herein,  shall refer to this
Warrant  and the other  warrants  issued  pursuant  to the  Securities  Purchase
Agreement.

         2.  Initial Exercise Date; Expiration. This Warrant may be exercised by
the Holder, in full or in part, at any time or from time to time before 5:00 PM,
Pacific time, on December 10, 2001 (the "Exercise Period").

         3.  Exercise  of  Warrant;  Partial  Exercise.   This  Warrant  may  be
exercised  in full  or in  part by the  Holder  by  surrender  of this  Warrant,
together  with the form of  subscription  attached  hereto as  Schedule  1, duly
executed by the Holder, to the Company at its principal  office,  accompanied by
payment,  in cash or by certified or official bank check payable to the order of
the Company or by wire transfer,  of the Purchase Price for the shares of Common

<PAGE>

Stock to be purchased  hereunder.  For any partial exercise  hereof,  the Holder
shall  designate  in a  subscription  in the form of Schedule 1 attached  hereto
delivered  to the Company the number of shares of Common Stock that it wishes to
purchase.  On any such  partial  exercise,  the Company,  at its expense,  shall
forthwith  issue and deliver to the Holder a new  warrant of like tenor,  in the
name of the  Holder,  which  shall be  exercisable  for such number of shares of
Common Stock represented by this Warrant which have not been purchased upon such
exercise.

         4.  Termination of Warrant.  In the event that any Stock Warrant is not
exercised  in full  prior to its  expiration,  then  immediately  following  the
expiration of such Stock Warrant, this Warrant shall be terminated.

         5.  When  Exercise  Effective.  The exercise of this  Warrant  shall be
deemed to have been effected  immediately  prior to the close of business on the
business day on which this Warrant is  surrendered to the Company as provided in
Section 3 and, at such time, the person in whose name any certificate for shares
of Common Stock shall be issuable upon such  exercise  shall be deemed to be the
record holder of such Common Stock for all purposes.

         6.  Delivery on Exercise.  As soon as practicable after the exercise of
this  Warrant in full or in part,  the  Company at its  expense  (including  the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder,  or as the Holder may direct,  a certificate  or
certificates  for the  number of fully  paid and  nonassessable  full  shares of
Common Stock to which the Holder shall be entitled on such exercise  (rounded up
to the next nearest whole number in the case of fractional shares).

         7.  Adjustment  of Purchase  Price and Number of Shares.  The  Purchase
Price and the number of shares  purchasable  upon the  exercise of this  Warrant
shall be subject to adjustment  from time to time upon the occurrence of certain
events  described in this Section 7. Upon each adjustment of the Purchase Price,
the Holder of this Warrant  shall  thereafter  be entitled to  purchase,  at the
Purchase Price resulting from such adjustment,  the number of shares obtained by
multiplying the Purchase Price in effect immediately prior to such adjustment by
the  number of shares  purchasable  pursuant  hereto  immediately  prior to such
adjustment,  and dividing the product  thereof by the Purchase  Price  resulting
from such adjustment.

             7.1  Subdivision or Combination of Stock. In case the Company shall
at any time  subdivide  its  outstanding  shares of Common  Stock into a greater
number  of  shares,  the  Purchase  Price in  effect  immediately  prior to such
subdivision  shall  be  proportionately  reduced,  and  conversely,  in case the
outstanding  shares of Common  Stock of the  Company  shall be  combined  into a
smaller number of shares, the Purchase Price in effect immediately prior to such
combination shall be proportionately increased.

             7.2  Dividends   in   Common   Stock,   Other   Stock,    Property,
Reclassification.  If at any time or from  time to time the  holders  of  Common
Stock (or any shares of stock or other  securities at the time  receivable  upon
the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefor,




                                       2
<PAGE>

                  (A)  Common Stock or any  shares of stock or other  securities
which are at any time directly or indirectly  convertible  into or  exchangeable
for  Common  Stock,  or any  rights or options to  subscribe  for,  purchase  or
otherwise acquire any of the foregoing by way of dividend or other distribution,

                  (B)  any  cash  paid  or  payable  otherwise  than  as a  cash
dividend, or

                  (C)  Common Stock or additional  stock or other  securities or
property  (including  cash)  by  way  of  spinoff,  split-up,  reclassification,
combination of shares or similar corporate rearrangement, (other than (i) shares
of Common Stock issued as a stock split,  adjustments  in respect of which shall
be  covered  by the  terms of  Section  7.1  above or (ii) an  event  for  which
adjustment is otherwise  made  pursuant to Section 7.3 below),  then and in each
such case,  the Holder  hereof  shall,  upon the  exercise of this  Warrant,  be
entitled  to  receive,  in  addition  to the  number of  shares of Common  Stock
receivable  thereupon,  and  without  payment  of any  additional  consideration
therefor,  the amount of stock and other securities and property (including cash
in the cases  referred to in clauses (B) and (C) above)  which such Holder would
hold on the date of such  exercise  had he been the  holder  of  record  of such
Common Stock as of the date on which holders of Common Stock  received or became
entitled  to  receive  such  shares  or all  other  additional  stock  and other
securities and property.

             7.3  Reorganization,  Reclassification,  Consolidation,  Merger  or
Sale. If any capital  reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation,  or the sale of
all or substantially all of its assets to another  corporation shall be effected
in such a way that holders of Common  Stock shall be entitled to receive  stock,
securities,  or  other  assets  or  property,  then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger or sale,  lawful  and
adequate  provisions  shall be made whereby the holder  hereof shall  thereafter
have the right to  purchase  and  receive  (in lieu of the  shares of the Common
Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented  hereby) such shares of stock,  securities or
other  assets or  property  as may be issued or  payable  with  respect to or in
exchange  for a number of  outstanding  shares of such Common Stock equal to the
number  of  shares  of  such  stock  immediately   theretofore  purchasable  and
receivable  upon  the  exercise  of  the  rights  represented   hereby.  In  any
reorganization described above, appropriate provision shall be made with respect
to the rights and  interests  of the Holder of this  Warrant to the end that the
provisions hereof (including, without limitation,  provisions for adjustments of
the Purchase Price and of the number of shares  purchasable  and receivable upon
the exercise of this Warrant) shall  thereafter be applicable,  as nearly as may
be,  in  relation  to any  shares  of stock,  securities  or  assets  thereafter
deliverable  upon the  exercise  hereof.  The  Company  will not effect any such
consolidation,  merger or sale unless,  prior to the consummation  thereof,  the
successor   corporation  (if  other  than  the  Company)   resulting  from  such
consolidation or the corporation  purchasing such assets shall assume by written
instrument,  executed and mailed or delivered to the registered Holder hereof at
the last  address of such  Holder  appearing  on the books of the  Company,  the
obligation to deliver to such Holder such shares of stock,  securities or assets
as, in accordance with the foregoing provisions,  such Holder may be entitled to
purchase.


                                       3
<PAGE>

             7.4  Notice  of  Adjustment.  Upon any  adjustment  of the Purchase
Price or any increase or decrease in the number of shares  purchasable  upon the
exercise of this Warrant,  the Company shall give written  notice thereof to the
registered  Holder of this Warrant.  The notice shall be signed by the Company's
chief  financial  officer and shall state the Purchase Price resulting from such
adjustment  and the  increase  or  decrease,  if any,  in the  number  of shares
purchasable  at such price upon the exercise of this  Warrant,  setting forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.

             7.5  Other Notices. If at any time:

                  (A)  the Company  shall  declare  any cash  dividend  upon its
Common Stock;

                  (B)  the Company shall  declare any  dividend  upon its Common
Stock payable in stock or make any special dividend or other distribution to the
holders of its Common Stock;

                  (C)  the Company shall offer for subscription  pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights;

                  (D)  there   shall   be   any   capital   reorganization    or
reclassification of the capital stock of the Company; or consolidation or merger
of the Company;  or  consolidation or merger of the Company with, or sale of all
or substantially all of its assets to, another corporation; or

                  (E)  there shall be a voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Company;

then,  in any one or more of said  cases,  the  Company  shall give (a) at least
thirty  (30) days'  prior  written  notice of the date on which the books of the
Company shall close or a record shall be taken for such  dividend,  distribution
or subscription  rights or for determining rights to vote in respect of any such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation  or  winding-up,  and (b) in the  case of any  such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up, at least thirty (30) days' prior written notice of the date when the
same shall take place.  Any notice given in accordance with the foregoing clause
(a)  shall  also  specify,  in the case of any such  dividend,  distribution  or
subscription  rights,  the date on which the  holders of Common  Stock  shall be
entitled  thereto.  Any notice given in accordance with the foregoing clause (b)
shall also  specify  the date on which the  holders of Common  Stock  shall been
entitled to exchange  their Common  Stock for  securities  or to other  property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
sale, dissolution, liquidation, winding-up or conversion, as the case may be.

             7.6  Certain Events.  If any change in the outstanding Common Stock
of the Company or any other  event  occurs as to which the other  provisions  of
this Section 7 are not strictly  applicable or if strictly  applicable would not
fairly  protect the purchase  rights of the Holder of the Warrant in  accordance
with such  provisions,  then the Board of Directors of the Company shall make an
adjustment in the number and class of shares  available  under the Warrant,  the


                                       4
<PAGE>

Purchase  Price or the  application  of such  provisions,  so as to protect such
purchase  rights as  aforesaid.  The  adjustment  shall be such as will give the
Holder of the Warrant upon exercise for the same  aggregate  Purchase  Price the
total  number,  class and kind of shares as he would have owned had the  Warrant
been exercised prior to the event and had he continued to hold such shares until
after the event requiring adjustment.

         8.  Replacement  of  Warrants.  Upon receipt by the Company of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of  this  Warrant  and,  in the  case of any  such  loss,  theft  or
destruction of this Warrant,  on delivery of an indemnity  agreement  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of such Warrant,  the Company at its
expense will execute and deliver to the Holder,  in lieu thereof,  a new Warrant
of like tenor.

         9.  No Rights or  Liability  as a  Shareholder.  This Warrant  does not
entitle the Holder  hereof to any voting rights or other rights as a shareholder
of the Company.  No provisions  hereof, in the absence of affirmative  action by
the Holder to purchase Common Stock, and no enumeration  herein of the rights or
privileges  of the Holder,  shall give rise to any  liability of the Holder as a
shareholder of the Company.

         10. Miscellaneous.

             10.1  Transfer  of  Warrant.   This  Warrant  is  transferable  and
assignable,  in whole or in part, by Holder provided that any such assignment or
transfer is made in compliance with applicable federal or state securities laws.
All covenants,  agreements and  undertakings  in this Warrant by or on behalf of
any of the  parties  shall  bind and  inure  to the  benefit  of the  respective
successors and assigns of the parties whether so expressed or not.

             10.2  Notices. All notices required or permitted hereunder shall be
in writing and shall be deemed  effectively given: (a) upon personal delivery to
the party to be notified,  (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day, or (c) two (2) business  days after  deposit  with a nationally  recognized
overnight courier,  specifying next day delivery,  with written  verification of
receipt.  All communications  shall be sent to the Company at the address as set
forth on the signature page hereof,  to the Holder at Craigmuir  Chambers,  P.O.
Box 71, Road Town, Tortola,  British Virgin Islands, or at such other address as
the Company or Holder may designate by ten (10) days advance  written  notice to
the other party hereto.

             10.3  Attorneys'  Fees.  If  any  action  at law  or in  equity  is
necessary  to enforce or interpret  the terms of this  Warrant,  the  prevailing
party shall be entitled to reasonable  attorneys' fees, costs and  disbursements
in addition to any other relief to which such party may be entitled.

             10.4  Amendments  and  Waivers.  This  Warrant  may be  amended  or
modified  only upon the  written  consent of both Holder and the  Company.  This
Warrant and any provision  hereof may be waived only by an instrument in writing
signed by the party against which enforcement of the same is sought.


                                       5
<PAGE>

             10.5  Severability.  If one or more  provisions of this Warrant are
held to be unenforceable  under applicable law, such provision shall be excluded
from this Warrant and the balance of the Warrant shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

             10.6  Governing  Law.   This  Warrant  shall  be  governed  by  and
construed and enforced in accordance  with the laws of the State of  California,
without giving effect to its conflicts of laws principles.

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

Dated:   December 7, 2001                  ALPHA VIRTUAL, INC.,
                                           a Delaware corporation



                                           By: /s/  Dan Mapes
                                               --------------------------------
                                                    Dan Mapes
                                           Title:   Chief Executive Officer

                                           Address:
                                                    10345 West Olympic Boulevard
                                                    Suite 102
                                                    Los Angeles, CA 90064
                                           Facsimile No.:  (310) 432-6222







ATTEST:


Saif Mansour, Secretary

















                                       6
<PAGE>


                                   SCHEDULE 1

                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)



To:      ALPHA VIRTUAL, INC.


         The  undersigned,  the holder of the Warrant  attached  hereto,  hereby

irrevocably  elects to exercise the purchase rights  represented by such Warrant

for,  and to  purchase  thereunder,  ________*  shares of common  stock of Alpha

Virtual,  Inc.,  and herewith makes payment of $_______  therefor,  and requests

that the certificates for such shares be issued in the name of, and delivered to

_________________, whose address is ___________________________________________.



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


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

                                        By:
                                           -------------------------------------
                                        Title:
                                              ----------------------------------

Dated:
       -----------------------------




* Insert here the number of shares as to which the Warrant is being exercised.