EXHIBIT 10.39


THIS  WARRANT HAS NOT BEEN  REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND
EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE
PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER REGULATION S PROMULGATED UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  THIS DEBENTURE  SHALL
NOT  CONSTITUTE  AN  OFFER  TO SELL  NOR A  SOLICITATION  OF AN OFFER TO BUY THE
WARRANT  IN ANY  JURISDICTION  IN  WHICH  SUCH  OFFER OR  SOLICITATION  WOULD BE
UNLAWFUL.

THIS WARRANT MAY NOT BE SOLD,  PLEDGED,  TRANSFERRED OR ASSIGNED EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE 1933 ACT AND UNDER APPLICABLE
STATE  SECURITIES  LAWS, OR IN A TRANSACTION  WHICH IS EXEMPT FROM  REGISTRATION
UNDER THE  PROVISIONS OF THE 1933 ACT AND UNDER  PROVISIONS OF APPLICABLE  STATE
SECURITIES LAWS; AND IN THE CASE OF AN EXEMPTION.

                         SPORTSPRIZE ENTERTAINMENT INC.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

     For value  received,  _______________  at P.O. Box N-1836 (A-93),  East Bay
Shopping  Center,  Nassau,  Bahamas,  its successors or assigns  ("Holder"),  is
entitled to purchase from SPORTSPRIZE  ENTERTAINMENT  INC., a Nevada corporation
(the  "Company"),  the principal  office of which is located at 13101 Washington
Blvd.,  Suite 131, Los Angeles,  California  90066, up to ___________ fully paid
and nonassessable shares of the Company's common stock or such greater or lesser
number of such shares as may be determined by application  of the  anti-dilution
provisions  of this  warrant,  at the  price of $1.275  per  share,  subject  to
adjustments as noted below (the "Warrant Exercise Price").

     This  warrant may be  exercised  by Holder at any time or from time to time
prior to the close of business on May 30, 2002.

     This warrant is subject to the following terms and conditions:

     1. Exercise. The rights represented by this warrant may be exercised by the
Holder, in whole or in part, by written  election,  in the form set forth below,
by the  surrender  of  this  warrant  (properly  endorsed  if  required)  at the
principal  office of the Company,  by payment to it by cash,  certified check or
bank draft of the Warrant  Exercise  Price for the shares to be  purchased.  The
shares so purchased  shall be deemed to be issued as of the close of business on
the date on which this  warrant has been  exercised by payment to the Company of
the Warrant  Exercise Price.  Certificates for the shares of stock so purchased,
bearing an  appropriate  restrictive  legend,  shall be  delivered to the Holder
within 10 days after the rights  represented  by this warrant shall have been so
exercised,  and, unless this warrant has expired, a new warrant representing the
number of shares, if any, with respect to which this warrant has not been



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exercised  shall also be delivered  to the Holder  hereof  within such time.  No
fractional shares shall be issued upon the exercise of this warrant.

     2.  Shares.  All shares that may be issued upon the  exercise of the rights
represented by this warrant shall, upon issuance, be duly authorized and issued,
fully paid and nonassessable  shares.  During the period within which the rights
represented  by this warrant may be  exercised,  the Company  shall at all times
have  authorized and reserved for the purpose of issue or transfer upon exercise
of the  subscription  rights  evidenced by this  warrant a sufficient  number of
shares of its common stock to provide for the exercise of the rights represented
by this warrant.

     The share certificates evidencing the common stock shall bear the following
restrictive legend:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED  ("SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY
     NOT BE SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN
     EFFECTIVE  REGISTRATION  STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE
     FOREGOING LAWS.  ACCORDINGLY,  THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR
     OTHERWISE  DISPOSED  OF UNLESS (i)  PURSUANT TO AN  EFFECTIVE  REGISTRATION
     UNDER THE SECURITIES ACT OR (ii) IN A TRANSACTION  EXEMPT FROM REGISTRATION
     UNDER  THE  SECURITIES  ACT  AND  UNDER   PROVISIONS  OF  APPLICABLE  STATE
     SECURITIES  LAWS.  HEDGING  TRANSACTIONS  RELATED TO THESE  SECURITIES  ARE
     PROHIBITED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

     3.  Adjustment.  The Warrant  Exercise Price shall be subject to adjustment
from time to time as hereinafter provided in this Section 3:

          (a) If the Company at any time divides the  outstanding  shares of its
     common stock into a greater number of shares  (whether  pursuant to a stock
     split,  stock dividend or otherwise),  and  conversely,  if the outstanding
     shares of its common  stock are combined  into a smaller  number of shares,
     the Warrant Exercise Price in effect  immediately prior to such division or
     combination shall be  proportionately  adjusted to reflect the reduction or
     increase in the value of each such common share.

          (b) If any capital  reorganization or  reclassification of the capital
     stock of the  Company,  or  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 the
     Company's  common stock shall be entitled to receive  stock,  securities or
     assets with respect to or in exchange  for such common  stock,  then,  as a
     condition of such reorganization,  reclassification,  consolidation, merger
     or sale,  the Holder  shall have the right to purchase and receive upon the
     basis and upon the terms and  conditions  specified  in this warrant and in
     lieu  of the  shares  of  the  common  stock  of  the  Company  immediately
     theretofore purchasable and receivable upon the exercise of the



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     rights represented hereby, such shares of stock, other securities or assets
     as would  have  been  issued or  delivered  to the  Holder  if  Holder  had
     exercised  this  warrant  and had  received  such  shares of  common  stock
     immediately prior to such reorganization, reclassification,  consolidation,
     merger or sale. The Company shall 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 merger or
     the corporation  purchasing such assets shall assume by written  instrument
     executed  and  mailed  to the  Holder  at the last  address  of the  Holder
     appearing  on the books of the  Company  the  obligation  to deliver to the
     Holder such shares of stock,  securities or assets as, in  accordance  with
     the foregoing provisions, the Holder may be entitled to purchase.

          (c) If the  Company  takes any  other  action,  or if any other  event
     occurs,  which does not come within the scope of the  provisions of Section
     3(a) or 3(b),  but which  should  result in an  adjustment  in the  Warrant
     Exercise Price and/or the number of shares subject to this warrant in order
     to fairly  protect  the  purchase  rights  of the  Holder,  an  appropriate
     adjustment in such purchase rights shall be made by the Company.

          (d) Upon each  adjustment of the Warrant  Exercise  Price,  the Holder
     shall  thereafter be entitled to purchase,  at the Warrant  Exercise  Price
     resulting  from  such   adjustment,   the  number  of  shares  obtained  by
     multiplying the Warrant Exercise 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 Warrant
     Exercise Price resulting from such adjustment.

          (e) Upon any  adjustment of the Warrant  Exercise  Price,  the Company
     shall  give  written  notice  thereof  to the Holder  stating  the  Warrant
     Exercise 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.

     4. No Rights as  Shareholder.  This warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.

     5. Transfer.  This warrant and all rights  hereunder are  transferable,  in
whole or in part, at the principal office of the Company by the holder hereof in
person or by duly authorized  attorney,  upon surrender of this warrant properly
endorsed.  The  bearer of this  warrant,  when  endorsed,  may be treated by the
Company and all other  persons  dealing with this warrant as the absolute  owner
hereof  for any  purpose  and as the  person  entitled  to  exercise  the rights
represented  by this  warrant,  or to the  transfer  hereof  on the books of the
Company, any notice to the contrary notwithstanding;  but until such transfer on
such books,  the Company may treat the registered  owner hereof as the owner for
all purposes.

     6.  Notices.  All  demands  and  notices  to be  given  hereunder  shall be
delivered  or sent by first  class  mail,  postage  prepaid;  in the case of the
Company,  addressed to its corporate  headquarters,  located at 13101 Washington
Blvd., Suite 131, Los Angeles,  California 90066, until a new address shall have
been substituted by like notice; and in the case of Holder,



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addressed to Holder at the address written below, until a new address shall have
been substituted by like notice.

     IN WITNESS WHEREOF,  the Company has caused this warrant to be executed and
delivered by a duly authorized officer.

Dated:  May 30, 2000


SPORTSPRIZE ENTERTAINMENT INC.


By: ------------------------------

Name: ----------------------------

Title: ---------------------------


Holder:








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                                WARRANT EXERCISE

                (To be signed only upon exercise of this warrant)

The undersigned,  the Holder of the foregoing warrant, hereby irrevocably elects
to exercise the purchase right  represented by such warrant for, and to purchase
thereunder, __________ shares of common stock of SportsPrize Entertainment Inc.,
to which such warrant relates and herewith makes payment of $__________ therefor
in cash,  certified check or bank draft and requests that the  certificates  for
such shares be issued in the name of, and be delivered to  ____________________,
whose address is set forth below the signature of the undersigned.

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


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               Signature

If shares are to be issued other than to Holder:      Social Security No. /
(Name/Address)                                        Tax Identification No.


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                               WARRANT ASSIGNMENT

                (To be signed only upon transfer of this warrant)

For value  received,  the undersigned  hereby sells,  assigns and transfers unto
_______________  the right  represented by the foregoing warrant to purchase the
shares  of  common  stock  of  SportsPrize   Entertainment   Inc.  and  appoints
____________________ attorney to transfer such right on the books of SportsPrize
Entertainment Inc., with full power of substitution in the premises.

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


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               Signature

If shares are to be issued other than to Holder:      Social Security No. /
(Name/Address)                                        Tax Identification No.


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