EXHIBIT 10(f)


Date: February 1, 2000

Purchase Point Media Corp.
2832 Bellevue Ave.,
West Vancouver, BC., V7V 1E8

Dear Sirs:

         The  undersigned  (the  "Subscriber")  has hereby  subscribed  for Five
Hundred (500) units of Purchase Point Media Corp., (the "Company"),  a Minnesota
Corporation in a private sale of certain units (the "Units") each  consisting of
one thousand shares at $1.00 per share of common stock and one redeemable common
stock purchase  warrant (the "Warrants")  issued by the Company,  as set out and
described  in the  Warrant  Agreement  dated  February  1,  2000  (the  "Warrant
Agreement").  The  undersigned  hereby  certifies  and  agrees  on behalf of the
Subscriber:

         1. If the  Subscriber is other than an  individual,  the  Subscriber is
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction  in which it was  formed and is  authorized  to invest in the Units
being  purchased  hereby.  The  person  executing  this  letter on behalf of the
Subscriber is duly authorized to do so on the Subscriber's behalf.

         2. The  Subscriber  is  acquiring  the Units for its own account or for
accounts for which it exercises sole  investment  discretion and not with a view
to or for sale in connection with and distribution thereof, subject nevertheless
to any  requirement  of law that the  disposition of the  Subscriber's  property
shall at all times be and remain within its control.

         3. The  Subscriber  has  received  a  Business  Plan,  relating  to the
Company.  The  Subscriber has reviewed and  understands  the material to which a
reference is made in this paragraph 3 and understands that substantial risks are
involved in an investment in the Units. The Subscriber represents that in making
its investment  decision to acquire the Units,  the Subscriber has not relied on
representations,   warranties,   opinions,   projections,   financial  or  other
information or analyses,  if any,  supplied to it by any person,  the Company or
any of its affiliates,  except as expressly  contained in the Business Plan. The
Subscriber has had an opportunity,  within a reasonable  period of time prior to
purchasing  the Units to ask  questions  concerning  the Units and has  received
satisfactory answers to such questions.

         4. The  Subscriber  has such  knowledge and experience in financial and
business  matters  as to be  capable  of  evaluating  the merits and risks of an
investment in the Units and the Subscriber (or any account referred to above) is
able to bear the economic risks of such an investment.

         5. The  Subscriber is an  "accredited  investor" as defined in Rule 501
promulgated  pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), and all applicable state securities laws.

         6. The  Subscriber  will comply with all  applicable  federal and state
securities laws, rules and regulations in connection with any subsequent  resale
of the Unites by the Subscriber.

         7. The Subscriber understands that the Units have not been and will not
be registered  under the Securities Act or any state securities act or any other
federal or state  laws,  that the Company is not  required  so to  register  the
Units, and that the Units may be resold only if registered pursuant to the

<PAGE>

provisions  of the  Securities  Act,  and  other  applicable  federal  and state
securities  laws, or if an exemption  from any  requirement of  registration  is
available.

         8. The  Subscriber is not an employee  benefit plan,  trust or account,
including  an  individual  retirement  account,  subject to  Section  406 of the
Employee  Retirement  Income  Security  Act of 1974,  as  amended  or subject to
Section 4975 of the Internal  Revenue Code of 1986,  as amended,  or  comparable
provisions of any subsequent  enactment  (any such plan,  trust or account being
referred to as a "Plan"),  a trustee of any Plan, or any entity whose underlying
assets include the assets of any Plan by reason of such Plan's investment in the
entity.

         9.  Before  the  Subscriber  sells  all or any part of the  Units,  the
Subscriber  will (i) obtain from each  subscriber of Units an investment  letter
containing the same  representations,  warranties  and  agreements  contained in
paragraphs  1 through 8 above and in this  paragraph 9, and (ii) if requested by
the Company,  deliver an opinion of counsel,  satisfactory in form and substance
to the  Company,  to the  effect  that  such  sale  is in  compliance  with  the
Securities Act and all other applicable federal and state securities laws.

         10. The  Subscriber  shall have one hundred  eighty (180) days from the
date first  above  written to  provide  the  Company  with the  proceeds  of the
subscription  fund unless extend an additional  ninety (180) days of the Company
(the  Subscription  period).  At the end of the Subscription  period the Company
will issue to the Subscriber, a stock and Warrant Certificate representing those
Units that have been fully paid for.

         11.  Subscriber  acknowledges  that compliance with the requirements of
paragraph 9 and 10 is a condition to  registration  of the transfer of the Units
on the books of the Company.

                                            Very truly yours,

                                            Quadrant Financial Inc.
                                            -----------------------

                                            By: Lucilliller
                                                --------------------------------

                                            Name: Lucille OEI
                                                  ------------------------------

                                            Title: MANAGER
                                                   -----------------------------

                                            _500 UNITS ___________________
                                            Number of Units Subscribed


                                                                 page two of two
<PAGE>


                               WARRANT AGREEMENT

         THIS WARRANT AGREEMENT,  dated as of the 1st day of February,  2000, is
executed by PURCHASE POINT MEDIA CORP., a Minnesota  corporation (the "Company")
and Quadrant Financial Inc., a Bahamas Corporation (the Warrant Holder).

                              W I T N E S S E T H:

         WHEREAS,  the Company has intends to privately offer and sell a maximum
of 500  unregistered  warrants,  each to purchase  1,000 shares of the Company's
common stock, with no par value per share ("Shares"), and

         WHEREAS,   the  Company   desires  to  provide  for  the   issuance  of
certificates representing the warrants ("Warrants"), and

         WHEREAS, the Company desires to act as Warrant Agent in connection with
the issuance,  registration,  transfer and exchange of Warrants and the exercise
of the Warrants.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements  hereinafter  set forth and for the purpose of defining the terms and
provisions of the Warrants and the respective  rights and obligations  hereunder
of the  Company,  the  holders of  Warrants,  and the  parties  hereto  agree as
follows:

                                   SECTION 1
                                  DEFINITIONS

         In addition to those terms defined above, as used herein, the following
terms shall have the  following  meanings,  unless the context  shall  otherwise
require:

"CORPORATE OFFICE"

         The  office  of the  Warrant  Agent  (or its  successor)  at which  its
principal  business shall be administered in the office of the Company  located,
as of the date hereof, at 2832 Bellevue Ave., West Vancouver, BC., V7V 1E8.

"EXERCISE DATE"

         As to any  Warrant,  the date on which the  Warrant  Agent  shall  have
received both (i) the Warrant  Certificate  representing such Warrant,  with the
exercise form therefor duly  executed by the  Registered  Holder  thereof or his
duly authorized attorney (in writing), and (ii) payment in cash or by check made
payable to the  Company,  of an amount in lawful  money of the United  States of
America equal to the applicable Purchase Price.

"EXPIRATION DATE"

         The  Expiration  Date  of the  Warrants  shall  be 5:00  p.m.  (Eastern
Standard  Time) on the earlier of (i) the date which is the last day of the five
year period  commencing on the Initial Warrant Exercise Date, or (ii) such later
date as the Company may at its option determine.

         If such Expiration Date shall be a holiday in the State of Minnesota or
shall be a day on which  banks  are  authorized  to  close  in  Minnesota,  then
Expiration Date shall mean 5:00 p.m. (Minnesota time)

<PAGE>

on the next  following  day that in the State of Minnesota is not a holiday or a
day on which banks are authorized to close.

"INITIAL WARRANT EXERCISE DATE"

         9:00  o'clock  a.m.  on the day  following  the  closing of the private
offering  of  Units of the  Company  by the  Company.  If such  Initial  Warrant
Exercise Date shall be a holiday in the State of Minnesota or shall be a date on
which banks are authorized to close in Minnesota,  then Initial Warrant Exercise
Date shall mean 9:00 o'clock a.m.  (Minnesota  time) on the next  following  day
that in the  State of  Minnesota  is not a holiday  or a day on which  banks are
authorized to close.

"PURCHASE PRICE"

         The purchase price upon exercise of the Warrants is $1.00 per share.

"REGISTERED HOLDER"

         The person in whose name any certificate representing Warrants shall be
registered on the books maintained by the Warrant Agent pursuant to Section 6.

"SHARES"

         The shares of the Company's  common stock,  have no par value per share
(the "Common Stock"), issuable upon exercise of the Warrants.

"STOCK"

         The shares of the Company's capital stock of any class,  whether now or
thereafter authorized,  that has the right to participate in the distribution of
earnings and assets of the Company without limit as to amount or percentage.

                                   SECTION 2
                       WARRANTS AND ISSUANCE OF WARRANTS

2.1.     WARRANT

         Each  Warrant  shall  entitle  the  Registered  Holder  of the  Warrant
representing such Warrant to purchase one Thousand shares of Common Stock.

2.2.     EXECUTION OF WARRANTS

         Upon execution of this Agreement, Warrants representing an aggregate of
_______  Warrants  shall  be  executed  by  the  Company  and  delivered  to the
Purchasers of Warrants. After certificates  representing an aggregate of _______
Warrants  shall have been duly  executed and delivered by the Company (or by the
Transfer Agent or Warrant  Agent,  if one then be acting) and upon written order
of the Company signed by its President and by its Secretary, additional Warrants
shall be  countersigned,  issued and  delivered  by the Company to the  Transfer
Agent or Warrant Agent then acting.

2.3.     DELIVERY OF ADDITIONAL WARRANTS

         From time to time,  up to the  Expiration  Date,  the  Company  (or the
Transfer Agent if then acting) shall countersign and deliver stock  certificates
in  required  whole  number  denominations  upon the  exercise  of  Warrants  in
accordance  with this Agreement.  From time to time, up to the Expiration  Date,
the  Warrant  Agent shall sign and deliver  Warrants  in required  whole  number
denominations to the persons entitled thereto in connection with any transfer or
exchange permitted under this Agreement.  No Warrants shall be issued except (i)
those  initially  issued  hereunder,  (ii) those  issued on or after the Initial
Warrant Exercise Date, upon the exercise of any Warrants  pursuant to Section 4,
to evidence any


                                       2
<PAGE>

unexercised  Warrants  held by the  exercising  Registered  Holder,  (iii) those
issued  upon any  transfer  or  exchange  pursuant  to Section 6, and (iv) those
issued pursuant to Section 7.

                                   SECTION 3
                   FORM AND EXECUTION OF WARRANT CERTIFICATES

3.1      FORM OF WARRANTS

         The  Warrants  shall be  substantially  in the form  annexed  hereto as
Exhibit  "A"  respectively  (the  provisions  of which are  hereby  incorporated
herein) and may have such letters,  numbers, or other marks of identification or
designation and such legends, summaries, or endorsements printed,  lithographed,
or  engraved  thereon  as the  Company  may  deem  appropriate  and  as are  not
inconsistent  with the  provisions of this  Agreement,  or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or  regulation  of any  stock  exchange  on which the  Warrants  may be
listed, or to conform to usage. The Warrants shall be dated the date of issuance
thereof  (whether  upon  initial  issuance,  transfer,  exchange  or in  lieu of
mutilated,  lost, stolen or destroyed Warrants).  The Warrants shall be numbered
serially.

3.2.     VALIDITY OF SIGNATURES

         Warrants  shall be executed  on behalf of the Company by its  President
and by its Secretary,  by manual signatures or by facsimile  signatures  printed
thereon,  and shall have  imprinted  thereon a facsimile of the Company's  seal.
Warrants shall be manually  countersigned  by the Warrant Agent,  if the Warrant
Agent is other than the Company,  and shall not be valid for any purpose  unless
so countersigned. In case any officer of the Company who signed a Warrant ceases
to be such officer of the Company  before  issuance of such  Warrant,  or before
countersignature  by the Warrant  Agent,  if the Warrant Agent is other than the
Company,  and issuance and delivery  thereof,  such Warrant may  nevertheless be
countersigned  by the  Warrant  Agent,  if the  Warrant  Agent is other than the
Company,  and issued and delivered  with the same force and effect as though the
person who signed such Warrant had not ceased to be such officer of the Company.

                                   SECTION 4
                                    EXERCISE

4.1.     EXERCISE PROCEDURES

         Each  Warrant  may be  exercised  at any time on or after  the  Initial
Warrant Exercise Date, but not after the Expiration  Date, as appropriate,  upon
the terms and subject to the  conditions  set forth herein and in the applicable
Warrant.  A Warrant shall be deemed to have been exercised  immediately prior to
the close of business on the Exercise Date,  and the person  entitled to receive
the securities  deliverable upon such exercise shall be treated for all purposes
as the holder  thereof  with respect to such number of Shares as shall equal the
aggregate  number  of  full  Shares  issuable  upon  such  exercise.  As soon as
practicable  on or  after  the  Exercise  Date,  and in  conformity  with  usual
practices  respecting such conduct, the Warrant Agent (on behalf of the Company)
shall  cause to be issued and  delivered  to the person or persons  entitled  to
receive the same a certificate or  certificates  for the securities  deliverable
upon such  exercise.  Upon the exercise of any Warrant,  the Warrant Agent shall
promptly  notify  the  Company  in  writing  of such  fact and of the  number of
securities  delivered  upon such  exercise,  and shall  deposit  promptly in the
Company's  bank  account upon  receipt  therefor the dollar  amount equal to the
Purchase  Price  multiplied by the number of Shares for which notice of exercise
has been received.


                                       3

<PAGE>

4.2.     NO FRACTIONAL SHARES

         Notwithstanding that the number of Shares purchasable upon the exercise
of a Warrant is adjusted  pursuant to Section 8 of this  Agreement,  the Company
shall  nonetheless not be required to issue fractions of Shares upon exercise of
the Warrants or to  distribute  Shares  certificates  that  evidence  fractional
Shares.  In lieu of  fractional  Shares,  there shall be returned to  exercising
registered  holders of the  Warrants  upon such  exercise an amount in cash,  in
United  States  dollars,  equal to the  amount  in excess  of that  required  to
purchase the largest number of full Shares.

         The Holder of a Warrant by the acceptance  thereof expressly waives his
right to receive any fractional  Warrant or any fractional  shares upon exercise
of a Warrant.

4.3.     PARTIAL EXERCISE

         In case the registered  holder of any Warrant shall exercise fewer than
all of  the  Warrants  evidenced  thereby,  a new  Warrant  evidencing  Warrants
equivalent to the Warrants remaining  unexercised shall be issued by the Warrant
Agent to the registered holder of such Warrant to or his duly authorized assign,
subject to the provisions of this Agreement.

                                   SECTION 5
                RESERVATION OF SHARES; LISTING; PAYMENT OF TAXES

5.1.     RESERVATION OF SHARES

         The  Company  covenants  that it will at all  times  reserve  and  keep
available out of its authorized Shares,  solely for the purpose of issuance upon
exercise of Warrants,  such number of Shares as shall then be issuable  upon the
exercise of all outstanding Warrants. The Company covenants that all Shares that
shall be  issuable  upon  exercise  of the  Warrants  shall be duly and  validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issue thereof,  and that upon issuance the Company shall use
its best  efforts to cause such shares to be included  for trading in the NASDAQ
System or to be listed on each national  securities  exchange,  if any, on which
the Company's other outstanding Shares are then listed.

5.2.     GOVERNMENTAL APPROVALS

         If the Shares  reserved  under this Section  require  qualification  or
registration with or approval of any governmental  authority,  federal or state,
before  such  securities  may be validly  issued or  delivered  pursuant to such
exercise,  the Company covenants that it will, in good faith, endeavor to secure
such  registration or qualification  or approval;  provided,  however,  that the
Company  shall not be  required  to issue  Shares  to any  person,  pursuant  to
exercise  of the  Warrants,  who shall be  resident  in any state in which  such
exercise would be unlawful or if such  qualification,  registration  or approval
shall  require  the  Company to file a general  consent of service of process or
qualify to do business as a foreign corporation in such state.

5.3.     PAYMENT OF TAXES

         The Company  shall pay all  documentary,  stamp,  or ???????  and other
governmental  charges  that may be  imposed  with  respect  to the  issuance  of
Warrants  or the  issuance  or  delivery  of any  Shares  upon  exercise  of the
Warrants,  provided, however, that if Shares are to be delivered in a name other
than the name of the Registered  Holder of the Warrant  representing any Warrant
being  exercised,  then  no  such  delivery  shall  be made  unless  the  person
requesting the same ??????? to the Warrant Agent the amount of transfer taxes or
charges incident thereto, if any.



                                       4

<PAGE>

5.4.     REQUISITION OF SHARES

         The Warrant  Agent is hereby  irrevocably  authorized by the Company to
requisition,  from time to time, certificates representing Shares required to be
delivered upon exercise of the Warrants.

                                   SECTION 6
                     EXCHANGE AND REGISTRATION OF TRANSFER

6.1.     EXCHANGES AND TRANSFERS

         Warrants  may be exchanged  for other  Warrants  representing  an equal
aggregate  number of Warrants or may be transferred,  in whole or in part, under
the terms of this  Agreement.  Warrants to be exchanged  shall be surrendered to
the Warrant Agent at its Corporate Office, and the Company shall execute and the
Warrant  Agent shall  countersign,  issue and deliver in exchange  therefor  the
Warrant or Warrants  that the  Registered  Holder  making the exchange  shall be
entitled to receive.

6.2.     BOOKS AND RECORDS

         The Warrant  Agent shall keep at such office books and records in which
it shall register  Warrants and the transfer  thereof.  Upon due  presentment at
such office of any Warrant  for  registration  of  transfer,  the Company  shall
execute and the Warrant Agent shall issue and deliver to the transferee(s) a new
Warrant or Warrants representing an equal aggregate number of Warrants.

6.3.     PROCEDURES OF TRANSFERS, ETC.

         With respect to all Warrants presented for registration of transfer, or
for exchange or exercise,  the subscription form on the reverse thereof shall be
duly  endorsed,  or be  accompanied  by a written  instrument or  instruments of
transfer and  subscription,  in form satisfactory to the Company and the Warrant
Agent. Such documentation shall be duly executed by the Registered Holder or his
duly authorized attorney.

         The  Company  may  require  payment by the holders of Warrants of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with exchange or registration of transfer of Warrants.

         All Warrants so surrendered  for exchange or transfer shall be promptly
canceled  by  the  Warrant  Agent  in  accordance  with  previous   instructions
pertaining to the Company's Shares.

6.4.     REGISTERED HOLDERS

         Prior to due presentment for registration of transfer,  the Company and
the Warrant Agent may deem and treat the Registered Holder of any Warrant as the
absolute owner thereof and of each Warrant represented thereby, for all purposes
(notwithstanding  any  notations of ownership or writing  thereon made by anyone
other than the Company or the Warrant  Agent),  and shall not be affected by any
notice to the contrary.

                                   SECTION 7
                               LOSS OR MUTILATION

         Upon  receipt by the  Company  and the  Warrant  Agent of  satisfactory
evidence of the ownership of and the loss, theft, destruction,  or mutilation of
any Warrant, and (i) in the case of loss, theft or destruction,  upon receipt by
the Company and the Warrant Agent of indemnity  satisfactory to them, or (ii) in
the case of  mutilation,  upon surrender and  cancellation  upon receipt of such
Warrant,  the Company shall execute and the Warrant Agent shall  countersign and
deliver in lieu thereof a new Warrant


                                       5

<PAGE>

representing an equal aggregate number of warrants.  Applicants for a substitute
Warrant shall comply with such other  reasonable  regulations and pay such other
reasonable charges as the Warrant Agent may prescribe.

                                   SECTION 8
         ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES DELIVERABLE

8.1.     ADJUSTMENT EVENTS

         The Exercise  Price and the number of shares (and,  in certain  events,
the  class or  classes  of  capital  stock of the  Company)  purchased  upon the
exercise of each Warrant are each, respectively, subject to adjustment from time
to time as  hereinafter  provided  prior to the expiration of any Warrant by its
exercise or by its terms,  in case any one or more of the events and referred to
described below shall occur at any time or from time to time; that is to say, if
the Company shall:

         (i)      issue  any  shares  of  its  Common  Stock  as a  dividend  or
                  subdivide  its  outstanding  shares  of  Common  Stock  into a
                  greater number of shares,

then, in either of such cases,  the then applicable  purchase price per share of
the shares of Common Stock purchasable pursuant to each Warrant in effect at the
time of such action shall be proportionately reduced and the number of shares at
that  time  purchasable  pursuant  to  each  Warrant  shall  be  proportionately
increased; or

         (ii)     combine its outstanding  shares of Common Stock into a smaller
                  number of such shares,

then, in such case, the then  applicable  purchase price per share of the shares
of Common  Stock  purchasable  pursuant to each Warrant in effect at the time of
such  action  shall be  proportionately  increased  and the  number of shares of
Common  Stock  at that  time  purchasable  pursuant  to each  Warrant  shall  be
proportionately decreased; or

         (iii)    issue by  reclassification  of its shares of Common  Stock any
                  shares of its capital stock,

then,  as a condition of such  recapitalization,  lawful and adequate  provision
shall be made whereby the holder of each Warrant shall have,  immediately  after
the effective date of any such reclassification, the right to purchase, upon the
basis and on the teens and conditions specified herein, in lieu of the shares of
Common Stock of the Company  theretofore  purchasable  upon the exercise of each
Warrant,  such shares of stock or other  securities  as may be issued or payable
with  respect to or in exchange  for the number of shares of Common Stock of the
Corporation  theretofore purchasable upon the exercise of each Warrant, had such
recapitalization  not taken  place;  and in any such  event,  the  rights of the
Warrant  holder to any  adjustment  in the  number  of  Shares  of Common  Stock
purchasable upon the exercise of each Warrant, as hereinbefore  provided,  shall
continue and be preserved in respect of any stock or other  securities which the
Warrant holder becomes entitled to purchase.

         If after an adjustment  the holder of a Warrant upon exercise of it may
receive shares of two or more classes of capital stock of the Company, the Board
of  Directors  shall in good faith  determine  the  allocation  of the  adjusted
Exercise  Price  between  or among the  classes  of  capital  stock.  After such
allocation,  that portion of the Exercise Price applicable to each share of each
such class of capital  stock shall  thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in


                                       6
<PAGE>

this Agreement.  Notwithstanding the allocation of the Exercise Price between or
among shares of capital  stock as provided by this Section 8, a Warrant may only
be  exercised  in full by payment  of the entire  Exercise  Price  currently  in
effect; or

         (iv)     merge or consolidate with or into another  corporation or sell
                  or convey to another corporation,  all or substantially all of
                  the Company's assets

then, as a condition of such  consolidation,  merger,  sale or  conveyance,  the
Company, or such successor or purchasing corporation,  as the case may be, shall
make lawful and adequate provision whereby the Registered Holder of each Warrant
then outstanding shall receive, on exercise of such Warrant, the kind and amount
of securities and property receivable upon such change,  consolidation,  merger,
sale or  conveyance  by a holder  of the  number  of  securities  issuable  upon
exercise of such Warrant immediately prior to such  consolidation,  merger, sale
or conveyance, and shall forthwith file at the Corporation Office of the Warrant
Agent a statement  signed by its Chairman of the Board or  President  and by its
Secretary or an Assistant Secretary evidencing such provisions.  Such provisions
shall include  provision for adjustments  that shall be as nearly  equivalent as
may be practicable to the adjustments provided for in this Section 8.

         (v)      take a record  of the  holders  of its  Common  Stock  for the
                  purpose of  entitling  them to  purchase  shares of its Common
                  Stock at a price  per share  more  than 10% below the  current
                  market price per share of its Common Stock (as defined  below)
                  at the date of taking such record,

then, the number of shares of Common Stock purchasable  pursuant to this Warrant
shall be adjusted by multiplying  (a) the number of shares of Common Stock which
the holder hereof was entitled to receive  immediately  prior to such adjustment
(taking into account  fractional  interests to the nearest 1000th of a share) by
(b) a  fraction,  the  numerator  of which is the number of shares of the Common
Stock  of  the  Corporation  outstanding  (excluding  the  shares  owned  by the
Corporation)  immediately  prior to the taking of such record plus the number of
additional  shares  offered for purchase,  and the  denominator  of which is the
number  of  shares of Common  Stock of the  Corporation  outstanding  (excluding
shares owned by the Corporation)  immediately prior to the taking of such record
plus the number of shares which the aggregate offering price of the total number
of additional  shares so offered could purchase at such current market price and
the  adjusted  purchase  price  per share  shall be that  number  determined  by
multiplying  (a) the  adjusted  purchase  price per share in effect  immediately
prior to the taking of such record by (b) a fraction,  the numerator of which is
the number of shares purchasable  hereunder  immediately prior to taking of such
record  and the  denominator  of  which  is the  number  of  shares  purchasable
hereunder immediately after the taking of such record.

         (vi)     reduce the  exercise  price of any or all classes of warrants,
                  then,  as a  condition  of such  reduction  it  shall  be made
                  uniformly as to all warrants of that class then outstanding.

For the purpose  hereof,  the current  market price per share of Common stock of
the  Corporation  at any date  shall be  deemed to be the  average  of the daily
closing prices for the thirty (30)  consecutive  business days commencing  forty
five (45) business  days before the day in question.  The closing price for each
day shall be the last  sale  price,  or,  in case of no sales on such  day,  the
average,  of the closing  bid and asked  prices,  in either  case as  officially
quoted by any  National  Securities  Exchange,  or, if the  Common  Stock of the
Corporation  is not listed or  admitted  to trading  on any such  Exchange,  the
average of the  highest  bid and asked  prices as  reported in the sheets of the
National Association of Securities Dealers, Inc. for the over the counter market
in New York City,  or if not so  reported,  the  average of the  highest bid and
asked prices as furnished by any New York Stock Exchange firm selected from time
to time by the Company for the purpose.


                                       7
<PAGE>

8.2.  CONDITIONS PRECEDENT

         Before taking any action that would cause an adjustment  increasing the
then par value of the Shares  issuable upon  exercise of the Warrants  above the
Purchase  Price,  the Company shall have the right to take any corporate  action
that may, in the opinion of its counsel,  be necessary in order that the Company
may  validly  and  legally  issue  fully paid and  nonassessable  Shares at such
adjusted Purchase Price except,  however,  the par value may not be increased to
amount in excess of $.50 per share.

         Upon any  adjustment of the Purchase Price required to be made pursuant
to this Section 8, within 30 days  thereafter  the Company shall (a) cause to be
filed with the Warrant  Agent  written  notice  thereof,  which  notice shall be
accompanied by a certificate of the Company's independent auditors,  stating the
adjusted  Purchase  Price and the adjusted  number of Shares  purchasable or the
kind and amount of any  securities  or property  purchasable  upon exercise of a
Warrant,  as the case may be, and setting forth in reasonable  detail the method
of  calculation  and the facts upon which  such  calculation  and the facts upon
which such calculation is based, which certificate shall be conclusive  evidence
of the correctness of such adjustment, absent manifest error and (b) cause to be
mailed to each of the  Registered  Holders of the Warrant  Certificates  written
notice of such adjustment. Such notice may be given in advance and included as a
part of the notice required to be mailed pursuant hereto.

         (i)      In case at any time (a) the Company shall declare any dividend
                  upon its Shares payable otherwise than in cash or in Shares of
                  the Company;  or (b) the Company shall offer for  subscription
                  to the holders of its Shares any additional shares of stock of
                  any class or any other  securities  convertible into shares of
                  stock or any rights to subscribe  thereto;  or (c) there shall
                  be  any  capital  reorganization  or  reclassification  of the
                  capital   stock  of  the   Company,   or  a  sale  of  all  or
                  substantially  all  of  the  assets  of  the  Company,   or  a
                  consolidation   or  merger  of  the   Company   with   another
                  corporation  (other  than a merger in which the Company is the
                  continuing  corporation,  and  which  does not  result  in any
                  reclassification  or change of the then outstanding  Shares or
                  other  capital  stock  issuable  upon exercise of the Warrants
                  (other  than  a  change  in  par  value  or a  subdivision  or
                  combination of such shares); or (d) 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 cause to be mailed to
each  of the  Registered  Holders  of  outstanding  Warrants,  at  the  earliest
practicable  time (and in any event not less than 20 days before any record date
or other date set for  definitive  action),  written notice of the date of which
the  books  of the  Company  shall  close or a  record  shall be taken  for such
dividend,   distribution   of,  or  grant  of  subscription   rights,   or  such
reorganization,  reclassification,  sale,  consolidation,  merger,  dissolution,
liquidation,  or winding up shall take  place,  as the case may be.  Such notice
shall also set forth such facts as shall  indicate the effect of such action (to
the extent such effect may be known at the date of such  notice) on the kind and
amount of shares of stock and other  securities  and property  deliverable  upon
exercise of the  Warrants.  Such notice  shall also specify the date as of which
the  record   holders  of  the  Shares  shall   participate  in  said  dividend,
distribution,  or  subscription  rights or shall be entitled  to exchange  their
shares for securities or other property  deliverable  upon such  reorganization,
reclassification,  sale,  consolidation,  merger,  dissolution,  liquidation  or
winding  up, as the case may be (on which  date,  in the event of  voluntary  or
involuntary dissolution,  liquidation or winding up of the Company, the right to
exercise the Warrants shall terminate).

         (ii)     Without  limiting  the  obligation  of the  Company to provide
                  notice  to  the  Registered   Holders  of  corporate   actions
                  hereunder,  it is agreed  that  failure of the Company to give
                  notice  shall  not  invalidate  such  corporate  action of the
                  Company.


                                       8
<PAGE>

                                   SECTION 9
                   REPRESENTATIONS, WARRANTIES AND COVENANTS

         The Company hereby represents, warrants and covenants to the Registered
Holder of the Warrants as follows:

9.1.     ALTERING RIGHTS OF STOCK

         Company  will  not  amend  or  repeal  its  Articles  of  Incorporation
("Articles")  or bylaws in such a manner  as to alter or  change  adversely  the
preferences,  rights,  privileges or powers of, or restrictions provided for the
benefit of the class or series of Common  stock,  or increase  or  decrease  the
number of authorized shares of such class or series.

9.2.     NO DILUTION OR IMPAIRMENT

         Company  will  not,  by  amendment  of  its  Articles  or  through  any
reorganization,  consolidation,  dissolution,  sale or  merger,  or by any other
voluntary act or deed,  avoid or seek to avoid the  performance or observance of
any of the covenants,  stipulations or conditions to be performed or observed by
Company,  but will at all times in good faith  assist in the carrying out of all
provision  of the  Warrants  and the  taking  of all other  action  which may be
necessary  or  appropriate  in order to protect  the rights of the holder of the
Warrants against dilution or other  impairment.  Without limiting the generality
of the foregoing,  Company agrees that it will not establish or increase the par
value of the  shares of any Common  Stock  which are at the time  issuable  upon
exercise of the Warrant above the then  prevailing  Warrant Price  hereunder and
that,  before  taking any action  which would cause an  adjustment  reducing the
Warrant Price  hereunder  below the then par value, if any, of the shares of any
Common Stock  issuable  upon  exercise  hereof,  Company will take any corporate
action  which may, in the opinion of its  counsel,  be  necessary  in order that
Company may validly and  legally  issue fully paid and  nonassessable  shares of
such Common Stock at the Warrant Price as so adjusted.

9.3.     CORPORATE POWER

         Company has the corporate  power and authority to execute,  deliver and
perform this  Agreement,  and Company has the  corporate  power and authority to
execute,  delivery and perform the  Warrants and to issue,  sell and deliver the
Warrants and,  upon  exercise of any of the  Warrants,  to issue and deliver the
shares of Common Stock issuable upon exercise of the Warrants.

9.4.     AUTHORIZATION: BINDING EFFECT

         The execution,  delivery and  performance by Company of this Agreement,
and the  execution,  delivery and  performance  by Company of the Warrants,  the
issuance,  sale and delivery of the  Warrants,  and the issuance and delivery of
the Common Stock upon exercise of the Warrants, have been duly authorized by all
requisite  corporate  action on the part of Company and do not violate any order
of any court or other agency of  government,  the Articles or bylaws of Company,
or any  provision  of any law  applicable  to Company,  or any  provision of any
indenture, agreement or other instrument to which Company is a party or by which
Company or any of their respective properties or assets is bound or affected, or
conflict  with,  result in a breach of or constitute  (with or without notice or
lapse of time or both) a default  under any such  indenture,  agreement or other
instrument,  or result in the  creation  or  imposition  of any lien,  charge or
encumbrance  of any nature  whatsoever  upon any of the  properties or assets of
Company.  Each of this  Agreement  and the Warrants  has been duly  executed and
delivered by


                                       9
<PAGE>

Company as necessary,  and each does or will  constitutes  the legal,  valid and
binding obligation of Company enforceable in accordance with its terms (subject,
as to enforcement of remedies, to general principles of equity and to applicable
bankruptcy, reorganization, insolvency, moratorium and similar laws from time to
time in effect).

9.5.     WARRANTS

         The Common  Stock  shares have been duly  reserved  for  issuance  upon
exercise of the Warrants and, when so issued,  will be duly authorized,  validly
issued,  fully paid and  nonassessable  shares of Common Stock. The issuance and
delivery of the Common Stock upon  exercise of the Warrants  will not be subject
to any  preemptive  rights of  stockholders  of Company or to any right of first
refusal or other similar right in favor of any person.

9.6.     GOVERNMENTAL APPROVALS

         Except for Filing Form D with  respect to the  issuance and sale of the
Warrants,  which  filing  will  be made  promptly  after  the  date  hereof,  no
registration  or filing with, or consent or approval of, or other action by, any
federal,  state or other  governmental  agency or  instrumentality is or will be
necessary for the valid  execution,  delivery and performance of this Agreement,
the Warrants, or the issuance and delivery of the Warrants, or, upon exercise of
the Warrants or the issuance and delivery of the shares of Common Stock.

9.7.     OFFERING OF THE WARRANTS

         Neither  Company  nor any person or entity  authorized  or  employed by
Company as agent, broker, dealer or otherwise in connection with the offering or
sale of the  Warrants  or any  similar  securities  of Company  has  offered the
Warrants or any such  securities for sale to, or solicited any offers to buy the
Warrants,  or any similar securities of Company from, or otherwise approached or
negotiated with respect thereto with, any person or persons under  circumstances
that have involved the use of any form of general advertising or solicitation as
such terms are used in Regulation D under the Securities Act of 1933, as amended
(the  "33  Act") or under  The  Securities  Act of the  State of  Nevada  or the
applicable Blue Sky Laws of any other jurisdiction (collectively the "Securities
Laws"), and neither the Company nor any person action on its behalf has taken or
will take any action (including, without limitation, any offer, issuance or sale
of any security of Company whether to a subsequent  investor or otherwise) under
circumstances  which might  require the  integration  of such  security with the
offering  of the  Warrants,  under  the  Securities  Laws  unavailable  for  the
offering, issuance or sale of the Warrants.

                                   SECTION 10
                                   INDEMNITY

         Company  shall  indemnify  and hold  harmless  each  Registered  Holder
(including  any broker or dealer  through whom such  securities may be sold) and
each person,  if any, who controls any such  Registered  Holder from and against
any and all losses, claims, damages, expenses or liabilities, joint and several,
to which they or any of them may become  subject  under the  Securities  Laws or
under  any  other  statute  or at  common  law  or  otherwise,  and,  except  as
hereinafter  provided,  will  reimburse  each  Registered  Holder  and each such
controlling  person, if any, for any legal or other expenses reasonably incurred
by any of them in  connection  with  investigating  or  defending  any  actions,
whether or not  resulting  in any  liability,  insofar as such  losses,  claims,
damages,  expenses,  liabilities  or actions  arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
registration  statement,  any preliminary prospectus or the final prospectus (or
the  registration  statement  or  prospectus  as from  time to time  amended  or
supplemented  by  Company)  or arise out of or are based  upon the  omission  or
alleged omission to state therein not misleading.  Promptly after receipt by any
Registered Holder or any person  controlling such Registered Holder of notice of
the  commencement  of any  action in respect  of which  indemnity  may be sought
against Company such Registered Holder will notify Company


                                       10
<PAGE>

in  writing  of  the  commencement  thereof,  and,  subject  to  the  provisions
hereinafter  stated,  Company shall assume the defense of such action (including
the employment of counsel,  who shall be counsel  satisfactory  such  Registered
Holder or such controlling  person, as the case may be, and the payment of legal
expenses)  insofar as such  action  shall  relate to any  alleged  liability  in
respect of which indemnity may be sought against Company.  Any Registered Holder
or any such  controlling  person shall have the right to employ separate counsel
in any such action and to  participate  in the defense  thereof but the fees and
expenses of such separate  counsel shall not be at the expense of Company unless
the  employment  of such counsel has been  specifically  authorized  by Company,
which authorization shall be given whenever the party seeking indemnity has been
advised by its counsel  that one or more legal  defenses  may be available to it
that  are  not  available  to  Company  or  that  for  other  reasons,  separate
representation  may be  necessary,  to avoid a  conflict.  Company  shall not be
liable to indemnify any person for any  settlement  of any such action  effected
without the consent of Company and Subscriber.

                                   SECTION 11
                                 BINDING EFFECT

         The terms of the Warrants  shall be binding upon and shall inure to the
benefit of any successors or assigns of Company and of the Registered  Holder or
Registered  Holders  thereof and of the Common Stock issued or issuable upon the
exercise thereof.

                                   SECTION 12
                                   REDEMPTION

12.1.    GENERAL.

         At any time on or after the Initial  Warrant  Exercise Date the Company
may redeem the Warrants,  at its option,  upon thirty days' notice at a price of
$.001 per Warrant  provided  that the average  closing bid price on the over the
counter market for the Common Stock for 10 consecutive  trading days to the date
of notice of redemption shall have been $20.00 or higher.

12.2.    NOTICE OF REDEMPTION

         If the Company  exercises  its right to redeem the  Warrants,  it shall
mail a notice of redemption to Registered  Holders of the Warrants  proposed for
redemption,  first class, postage prepaid, not later than thirty days before the
date fixed for redemption, at the holders' last addresses as shall appear on the
records of the Warrant Agent.  Any notice mailed in the manner  provided  herein
shall be  conclusively  presumed  to have been  duly  given  whether  or not the
Registered Holder receives such notice.

12.3.    CONTENTS OF NOTICE

         The notice of redemption shall specify the redemption price, date fixed
for  redemption,  the  place  where  the  Warrant  shall be  delivered,  and the
redemption price shall be paid, and that the right to exercise the Warrant shall
terminate  at  5:00  p.m.  (Minnesota  time)  on the  business  day  immediately
preceding the date fixed form  redemption.  The date fixed for the redemption of
the Warrants shall be the Redemption Date.

12.4.    EFFECT OF REDEMPTION

         Any right to exercise a Warrant shall terminate at 5:00 p.m. (Las Vegas
time) on the business day  immediately  preceding  the  Redemption  Date. On and
after the Redemption Date,  Holders of the Warrants shall have no further rights
except to receive, upon surrender of the Warrant, the redemption price of $.001,
without interest, per Warrant.


                                       11
<PAGE>

                                   SECTION 13
                        RIGHTS OF THE REGISTERED HOLDER

         No registered holder shall, by virtue hereof, be entitled to any rights
of a  shareholder  in the  company,  either at law or equity.  The rights of the
Registered  Holder are  limited to those  expressed  in the  Warrant and are not
enforceable against the Company except to the extent set forth in this Agreement
and in the Warrant Certificates.

                                   SECTION 14
                           MODIFICATION OF AGREEMENT

         The Company,  by supplemental  agreement,  may make any changes in this
Agreement  (i) that they  shall deem  appropriate  to cure any  ambiguity  or to
correct any  defective or  inconsistent  provision or manifest  mistake or error
herein  contained;  or (ii) that they may deem  necessary or  desirable  and, in
either case,  that shall not  adversely  affect the  interests of the holders of
Warrant  Certificates (this provision,  for instance,  shall permit the Purchase
Price to be decreased at the Company's option).

                                   SECTION 15
                                    NOTICES

         All  notices,  requests,  consents and other  communications  hereunder
shall be in  writing  and shall be deemed  to have been made when  delivered  or
mailed,  first-class  postage  prepaid,  or delivered to a telegraph  office for
transmission:  (a) if to the Registered Holder of a Warrant Certificate,  at the
address of such holder as shown on the registry books  maintained by the Warrant
Agent;  (b) if to the Company,  at 2832 Bellevue Ave., West Vancouver,  BC., V7V
1E8, or at such other address as may have been furnished to the Warrant Agent if
one then be acting, or to the Registered Holders in writing by the Company.

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

Attest:
                                        PURCHASE POINT MEDIA CORP.


/s/ ILLEGIBLE                           By:  /s/ ILLEGIBLE
------------------------------              -----------------------------------
Manager, Quadrant Financial Inc.             President


                                       12