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                                                                     Exhibit 4.9

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR THE SHARES ISSUABLE
UPON EXERCISE HEREOF, AS APPLICABLE, UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN OPINION OF COUNSEL TO THE CORPORATION THAT SUCH REGISTRATION IS
NOT REQUIRED.

                           DWANGO NORTH AMERICA CORP.
            Warrant for the Purchase of _____ Shares of Common Stock,
                            par value $.001 per Share

Warrant No. WE-D-

          THIS CERTIFIES that, for value received, __________ (the "Holder") is
entitled to subscribe for and purchase from DWANGO NORTH AMERICA CORP., a Nevada
corporation (the "Company"), upon the terms and subject to the conditions set
forth herein, at any time or from time to time after the date hereof and up to
and including 5:00 P.M. on ____________, New York time (the "Exercise Period"),
_____________ shares (as adjusted pursuant to the terms hereof, the "Warrant
Shares") of the Company's common stock, par value $.001 per share (the "Common
Stock"). The exercise price (the "Exercise Price") per Warrant Share purchasable
hereunder shall equal $1.20 per share (or such price as adjusted pursuant to
Section 5). As used herein the term "this Warrant" shall mean and include this
Warrant and any Warrant or Warrants hereafter issued as a consequence of the
exercise or transfer of this Warrant in whole or in part.

          The number of shares of Common Stock issuable upon exercise of this
Warrant and the Exercise Price may be adjusted from time to time as hereinafter
set forth.

          1.   This Warrant may be exercised during the Exercise Period, as to
the whole or any lesser number of whole Warrant Shares, by the surrender of this
Warrant (with the form of election attached hereto duly executed) to the Company
at its office at 5847 San Felipe Street, Houston, Texas 77057, or at such other
place as is designated in writing by the Company, together with (i) a certified
or bank cashier's check payable to the order of the Company in an amount equal
to the Exercise Price multiplied by the number of Warrant Shares for which this
Warrant is being exercised (the "Aggregate Exercise Price") and (ii) the
acceptance by the Holder of a number of Warrant Shares equal to the number of
Warrant Shares being purchased upon such exercise.

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          2.   Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the transfer books of
the Company shall then be closed or certificates representing such Warrant
Shares shall not then have been actually delivered to the Holder. As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.

          3.   Any Warrants issued upon the transfer or exercise in part of this
Warrant shall be numbered and shall be registered in a warrant register (the
"Warrant Register") as they are issued. The Company shall be entitled to treat
the registered holder of any Warrant on the Warrant Register as the owner in
fact thereof for all purposes and shall not be bound to recognize any equitable
or other claim to or interest in such Warrant on the part of any other person,
and shall not be liable for any registration or transfer of Warrants which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his or its duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment, or authority to transfer. In all cases of transfer by an attorney,
executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged, at the option of the
Holder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof), upon surrender
to the Company or its duly authorized agent.

          4.   The Company shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for the purpose of providing
for the exercise of the rights to purchase all Warrant Shares granted pursuant
to the Warrants, such number of shares of Common Stock as shall, from time to
time, be sufficient therefor. The Company covenants that all shares of Common
Stock issuable upon exercise of this Warrant, upon receipt by the Company of the
full Exercise Price therefor, shall be validly issued, fully paid,
nonassessable, and free of preemptive rights of third parties.

          5.   (a)  In case the Company shall at any time after the date this
Warrant was first issued (i) declare a dividend on the outstanding shares of
Common Stock payable in shares of its Common Stock, (ii) subdivide the
outstanding shares of Common Stock, (iii) combine the outstanding shares of
Common Stock into a smaller number of shares, or (iv) issue any shares of its
capital stock by reclassification of the shares of Common Stock (including any
such reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then, in each case, the Exercise Price
and the number of Warrant Shares issuable upon exercise of this Warrant, in
effect at the time of the record date for such dividend

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or of the effective date of such subdivision, combination, or reclassification,
shall be proportionately adjusted so that the Holder after such time shall be
entitled to receive the aggregate number and kind of shares which, if such
Warrant had been exercised immediately prior to such time, it would have owned
upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination, or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.

               (b)  In the event that the Company issues Common Stock or
securities convertible into or exercisable for shares of Common Stock at a per
share price (the "Per Share Price") of less than the then current Exercise
Price, the Exercise Price shall be immediately reset to equal the Per Share
Price; provided, however, that the following issuances shall not cause the
Exercise Price to be reset: (i) the issuance of Common Stock upon the exercise
of options outstanding as of the date hereof, and (ii) up to an additional
100,000 shares per annum (as proportionately adjusted for the events described
in Section 5(a) of this Warrant).

               (c)  Whenever there shall be an adjustment as provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
registered mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

               (d)  The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise
of this Warrant.

          6.   (a)  In case of any consolidation with or merger of the Company
with or into another corporation (other than a merger or consolidation in which
the Company is the surviving or continuing corporation), or in case of any sale,
lease, or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety, such
successor, leasing, or purchasing corporation, as the case may be, shall, as a
condition to the consummation of any of the foregoing transactions, (i) execute
with the Holder an agreement providing that the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash, or any combination
thereof receivable upon such consolidation, merger, sale, lease, or conveyance
by a holder of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such consolidation, merger, sale,
lease, or conveyance and (ii) make effective a provision in its certificate of
incorporation or otherwise, if necessary, to effect such agreement. Such
agreement shall provide for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5.

               (b)  In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from no par value to a specified par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the continuing

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corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination, but including any change
in the shares into two or more classes or series of shares), the Holder shall
have the right thereafter to receive upon exercise of this Warrant solely the
kind and amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such reclassification, change,
consolidation, or merger by a holder of the number of shares of Common Stock for
which this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation, or merger. Thereafter, an appropriate
provision shall be made for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5.

               (c)  The above provisions of this Section 6 shall similarly apply
to successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

          7.   In case at any time the Company shall propose:

               (a)  to pay any dividend or make any distribution on shares of
     Common Stock in shares of Common Stock or make any other distribution to
     all holders of Common Stock; or

               (b)  to effect any reclassification or change of outstanding
     shares of Common Stock, or any consolidation, merger, sale, lease, or
     conveyance of property, described in Section 6; or

               (c)  to effect any liquidation, dissolution, or winding-up of the
     Company; or

               (d)  to take any other action which would cause an adjustment to
     the Exercise Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least
five business days prior to (i) the date as of which the holders of record of
shares of Common Stock to be entitled to receive any such dividend or
distribution is to be determined, (ii) the date on which any such
reclassification, change of outstanding shares of Common Stock, consolidation,
merger, sale, lease, conveyance of property, liquidation, dissolution, or
winding-up is expected to become effective, and the date as of which it is
expected that holders of record of shares of Common Stock shall be entitled to
exchange their shares for securities or other property, if any, deliverable upon
such reclassification, change of outstanding shares, consolidation, merger,
sale, lease, conveyance of property, liquidation, dissolution, or winding up or,
(iii) the date of such action which would require an adjustment to the Exercise
Price.

          8.   The issuance of any shares of Common Stock or other securities
upon the exercise of this Warrant, and the delivery of certificates or other
instruments representing such

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shares or other securities, shall be made without charge to the Holder for any
tax or other charge in respect of such issuance. The Company shall not, however,
be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of any certificate in a name other than that
of the Holder and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue 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.

          9.   The Holder shall have customary "piggyback" registration rights
with respect to the Warrant Shares underlying this Warrant.

          10.  The certificate or certificates evidencing such Warrant Shares
shall bear a legend in substantially the following form:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
     PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
     THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

          11.  Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses, the Company shall execute and deliver to the Holder thereof
a new Warrant of like date, tenor, and denomination.

          12.  The Holder of any Warrant shall not have, solely on account of
such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company, except as provided in this Warrant.

          13.  All notices required or permitted hereunder shall be in writing
and shall be deemed effectively given: (i) upon personal delivery to the party
to be notified; (ii) five business days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (iii) one business
day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. Notices may also be
given by facsimile and will be effective on the date transmitted if confirmed
within 24 hours thereafter by a signed original sent in the manner provided in
the preceding sentence. All communications shall be sent to the Company at 5847
San Felipe Street, Houston Texas 77057, Attention: Robert E. Huntley, Chief
Executive Officer; Fax: 713-914-9688, with a copy to Moomjian & Waite, LLP, 500
North Broadway, Jericho, New York 11753, Attention: Gary T. Moomjian; Fax: 516-
937-5050 and to the Holder at the address or facsimile number set forth in the
records of the Company, or at such other address as the Company or the Holder
may designate by 10 days' advance written notice to the other parties hereto.

          14.  The rights and obligations of the Company, of the holder of this
Warrant and holder of shares of Common Stock issued upon exercise of this
Warrant, referred to in Section 9, shall survive the exercise of this Warrant.

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          15.  This Warrant shall be binding upon the Company and its successors
and assigns and shall inure to the benefit of the Holder and its successors and
assigns. The Holder may assign the Holder's rights under this Warrant, in whole
or in part, and such rights may be similarly assigned by such assignee.

          16.  This Warrant shall be construed in accordance with the laws of
the State of New York applicable to contracts made and performed within such
State, without regard to principles of conflicts of law.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed on the day and year first written below.

Dated:

                                        DWANGO NORTH AMERICA CORP.


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


                          [Signature Page for Warrant]

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                               FORM OF ASSIGNMENT

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

          FOR VALUE RECEIVED,________________________ hereby sells, assigns, and
transfers unto _______________ a Warrant to purchase ________________ shares of
Common Stock, par value $.001 per share, of Dwango North America Corp. (the
"Company"), together with all right, title, and interest therein, and does
hereby irrevocably constitute and appoint ____________ attorney to transfer such
Warrant on the books of the Company, with full power of substitution.

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

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


                                     NOTICE

          The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.

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To:  Dwango North America Corp.
     5847 San Felipe Street
     Houston, Texas 77057

                              ELECTION TO EXERCISE

The undersigned hereby elects to purchase ___________ /1/ shares of Common Stock
of Dwango North America Corp. pursuant to the terms of the attached Warrant and
tenders herewith payment in full for the purchase price of the shares being
purchased, together with all applicable transfer taxes, if any.

The undersigned requests that certificates for such securities be issued in the
name of, and delivered to:

    ------------------------------------------------------------------------
     (Print Name, Address and Social Security or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated:                            Name
       -------------------            --------------------
                                         (Print)

Address:
        --------------------------------------------------


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


----------

/1/  Insert here the maximum number of shares or, in the case of a partial
     exercise, the portion thereof as to which the Warrant is being exercised.

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