<PAGE>


UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE DECEMBER o, 2002.

     Void after 5:00 p.m. (Toronto time) on the 31st day of December, 2004.

Number of Warrants: o                             Warrant Certificate No. W-D- o


                         ADB SYSTEMS INTERNATIONAL INC.
              (organized under the laws of the Province of Ontario)

This is to certify that, for value received, o (the "HOLDER"), shall have the
right to purchase from ADB Systems International Inc. (the "CORPORATION"), at
any time and from time to time up to 5:00 p.m. (Toronto time) on December 31,
2004 (the "EXPIRY TIME"), one fully paid and non-assessable Common Share for
each Warrant (individually, a "WARRANT") represented hereby at a price of
Cdn$0.14 per share (the "EXERCISE PRICE"), upon and subject to the following
terms and conditions:

1. For the purpose of this Warrant, the term "COMMON SHARES" means common shares
in the capital of the Corporation as constituted on the date hereof; provided
that in the event of a change, subdivision, re-division, reduction, combination
or consolidation thereof or any other adjustment under clause 7 hereof, or such
successive changes, subdivisions, re-divisions, reductions, combinations,
consolidations or other adjustments, then subject to the adjustments, if any,
having been made in accordance with the provisions of this Warrant Certificate,
"COMMON SHARES" shall thereafter mean the shares, other securities or other
property resulting from such change, subdivision, re-division, reduction,
combination or consolidation or other adjustment.

2. All rights under any of the Warrants in respect of which the right of
subscription and purchase therein provided for shall not theretofore have been
exercised shall wholly cease and determine and such Warrants shall be wholly
void and of no valid or binding effect after the Expiry Time.

3. The right to purchase Common Shares pursuant to the Warrants may only be
exercised by the Holder before the Expiry Time by:

              (i)  duly completing and executing a subscription substantially in
                   the form attached hereto, in the manner therein indicated;
                   and

              (ii) surrendering this Warrant Certificate and the duly completed
                   and executed subscription form to the Corporation at the
                   principal office of the Corporation at 201-6725 Airport Road,
                   Mississauga, Ontario L4V 1V2, together with payment of the
                   purchase price for the Common Shares subscribed for in the
                   form of cash or a certified cheque payable to the Corporation
                   in an amount equal to the then applicable Exercise Price
                   multiplied by the number of Common Shares subscribed for.

4.       Issue of Common Shares upon Exercise.

         (a)  Upon such delivery and payment as set forth in section 4, the
              Corporation shall cause to be issued to the Holder the number of
              Common Shares to be issued and the Holder shall become a
              shareholder of the Corporation in respect of such Common Shares
              with effect from the date of such delivery and payment and shall
              be entitled to delivery of a certificate or certificates
              evidencing such shares. The Corporation shall cause such
              certificate or certificates to be
<PAGE>
                                       2


              delivered via bonded overnight courier to the Holder at the
              address or addresses specified in such subscription form within
              five (5) business days of such delivery and payment as herein
              provided.

         (b)  The Corporation shall not be required to issue fractional Common
              Shares upon the exercise of the Warrants and no payment shall be
              made by the Corporation in lieu of issuing any fractional interest
              in a common share.

5. The holding of a Warrant shall not constitute the Holder a shareholder of the
Corporation nor entitle him to any right or interest in respect thereof except
as herein expressly provided.

6. The Corporation covenants and agrees that until the Expiry Time, while any of
the Warrants shall be outstanding, it shall reserve and there shall remain
unissued out of its authorized capital a sufficient number of Common Shares to
satisfy the right of purchase herein provided, as such right of purchase may be
adjusted pursuant to clauses 7 and 8 hereof. All Common Shares which shall be
issued upon the exercise of the right to purchase herein provided for, upon
payment therefor of the amount at which such Common Shares may at the time be
purchased pursuant to the provisions hereof, shall be issued as fully paid and
non-assessable shares and the holders thereof shall not be liable to the
Corporation or its creditors in respect thereof.

7.       Adjustment

         (a)  If and whenever at any time after the date hereof and prior to the
              Expiry Time the Corporation shall (i) subdivide, re-divide or
              change its then outstanding Common Shares into a greater number of
              Common Shares, (ii) reduce, combine or consolidate its then
              outstanding Common Shares into a lesser number of Common Shares,
              or (iii) issue Common Shares (or securities exchangeable for or
              convertible into Common Shares) to the holders of all or
              substantially all of its then outstanding Common Shares by way of
              a stock dividend or other distribution (any of such events herein
              called a "COMMON SHARE REORGANIZATION"), then the Exercise Price
              shall be adjusted effective immediately after the effective date
              of any such event in (i) or (ii) above or the record date at which
              the holders of Common Shares are determined for the purpose of any
              such dividend or distribution in (iii) above, as the case may be,
              by multiplying the Exercise Price in effect on such effective date
              or record date, as the case may be, by a fraction, the numerator
              of which shall be the number of Common Shares outstanding on such
              effective date or record date, as the case may be, before giving
              effect to such Common Share Reorganization and the denominator of
              which shall be the number of Common Shares outstanding immediately
              after giving effect to such Common Share Reorganization including,
              in the case where securities exchangeable for or convertible into
              Common Shares are distributed, the number of Common Shares that
              would be outstanding if such securities were exchanged for or
              converted into Common Shares.

         (b)  If and whenever at any time after the date hereof and prior to the
              Expiry Time, the Corporation shall distribute any class of shares
              or rights, options or warrants or other securities (other than
              those referred to in 7(a) above), evidences of indebtedness or
              property (excluding cash dividends paid in the ordinary course) to
              holders of all or substantially all of its then outstanding Common
              Shares, the Holder shall receive, in addition to the number of the
              Common Shares in respect of which the right to purchase is then
              being exercised, the aggregate number of Common Shares or other
              securities or property that the Holder would have been entitled to
              receive as a result of such event, if, on the record date thereof,
              the Holder had been the registered holder of the number of Common
              Shares to which the Holder was theretofore entitled upon the
              exercise of the rights of the Holder hereunder.


<PAGE>
                                       3


         (c)  If and whenever at any time after the date hereof and prior to the
              Expiry Time there is a capital reorganization of the Corporation
              or a reclassification or other change in the Common Shares (other
              than a Common Share Reorganization) or a consolidation or merger
              or amalgamation of the Corporation with or into any other
              corporation or other entity (other than a consolidation, merger or
              amalgamation which does not result in any reclassification of the
              outstanding Common Shares or a change of the Common Shares into
              other securities), or a transfer of all or substantially all of
              the Corporation's undertaking and assets to another corporation or
              other entity in which the holders of Common Shares are entitled to
              receive shares, other securities or other property (any of such
              events being called a "CAPITAL REORGANIZATION"), the Holder, where
              he has not exercised the right of subscription and purchase under
              this Warrant Certificate prior to the effective date of such
              Capital Reorganization, shall be entitled to receive and shall
              accept, upon the exercise of such right, on such date or any time
              thereafter, for the same aggregate consideration in lieu of the
              number of Common Shares to which he was theretofore entitled to
              subscribe for and purchase, the aggregate number of shares or
              other securities or property which the Holder would have been
              entitled to receive as a result of such Capital Reorganization if,
              on the effective date thereof, he had been the registered holder
              of the number of Common Shares to which he was theretofore
              entitled to subscribe for and purchase.

         (d)  If and whenever at any time after the date hereof and prior to the
              Expiry Time, the Corporation shall fix a record date for the
              issuance of rights, options or warrants to all or substantially
              all of the holders of the outstanding Common Shares entitling
              them, for a period expiring not more than forty-five (45) days
              after the record date, to subscribe for or purchase Common Shares
              or securities convertible, exercisable or exchangeable into Common
              Shares (each, a "CONVERTIBLE SECURITY") at a price per share (or
              having a conversation, exercise or exchange price per share) less
              than 95% of the Current Market Price (as defined below) on the
              earlier of the record date and the date on which the Corporation
              announces its intention to make such issuance (any such issuance
              being herein called a "RIGHTS OFFERING"), the Exercise Price shall
              be adjusted on the record date so that it shall equal the number
              which is the product of the Exercise Price in effect immediately
              prior to the record date and the fraction:

              (i)  the numerator of which shall be the total number of Common
                   Shares outstanding immediately prior to the record date plus
                   a number of Common Shares equal to the number arrived at by
                   multiplying the total number of additional Common Shares
                   offered for subscription or purchase or into or for which the
                   total number of rights, options or warrants so offered are
                   convertible or exchangeable by the quotient obtained by
                   dividing the purchase or subscription price for each Common
                   Share or conversion price for each Convertible Security
                   offered for subscription or purchase by such Current Market
                   Price for the Common Shares, and

              (ii) the denominator of which shall be the total number of Common
                   Shares outstanding immediately prior to such record date plus
                   the total number of additional Common Shares offered for
                   subscription or purchase or into or for which the total
                   number of rights, options or warrants so offered are
                   convertible or exchangeable.

              To the extent that any rights, options or warrants are not so
              issued or any of the rights, options or warrants so issued are not
              exercised prior to the expiration thereof, the Exercise Price will
              be readjusted to the Exercise Price in effect immediately prior to
              the record date, and the


<PAGE>
                                       4


              Exercise Price will be further adjusted based upon the number of
              additional Common Shares actually delivered upon the exercise of
              the rights, options or warrants, as the case may be.

              For the purposes of this clause 7(d), "CURRENT MARKET PRICE", at
              any date, means the weighted average price per Common Share at
              which the Common Shares have traded: (a) on the Toronto Stock
              Exchange; or (b) if the Common Shares are not quoted on the
              Toronto Stock Exchange, on any stock exchange or over-the-counter
              market upon which the Common Shares are then listed or quoted for
              trading, during the twenty (20) consecutive trading days (on each
              of which at least five hundred (500) Common Shares are traded in
              board lots) ending the third (3rd) trading day before such date,
              and the weighted average price shall be determined by dividing the
              aggregate sale price of all Common Shares sold in board lots on
              the exchange or market, as the case may be, during the twenty (20)
              consecutive trading days by the number of Common Shares sold,
              provided that if the Common Shares are not listed or quoted for
              trading on any stock exchange or market, the price shall be
              determined by the board of directors of the Corporation in its
              sole discretion, acting reasonably.

         (e)  If and whenever at any time after the date hereof and prior to the
              Expiry Time, any of the events set out in clause 7(a) or (d) shall
              occur and the occurrence of such event results in an adjustment of
              the Exercise Price pursuant to the provisions of clause 7(a) or
              (d), then the number of Common Shares purchasable pursuant to this
              Warrant shall be adjusted contemporaneously with the adjustment of
              the Exercise Price by multiplying the number of Common Shares then
              otherwise purchasable on the exercise thereof by a fraction, the
              numerator of which shall be the Exercise Price in effect
              immediately prior to the adjustment and the denominator of which
              shall be the Exercise Price resulting from such adjustment.

         (f)  If the Corporation takes any action affecting its Common Shares to
              which the foregoing provisions of this clause 7, in the opinion of
              the board of directors of the Corporation, acting in good faith,
              are not strictly applicable, or if strictly applicable would not
              fairly adjust the rights of the Holder against dilution in
              accordance with the intent and purposes hereof, or would otherwise
              materially affect the rights of the Holder of the Warrants
              hereunder, then the Corporation shall execute and deliver to the
              Holder an amendment hereto providing for an adjustment in the
              application of such provisions so as to adjust such rights as
              aforesaid in such manner as the board of directors of the
              Corporation may determine to be equitable in the circumstances,
              acting in good faith. The failure of the taking of action by the
              board of directors of the Corporation to so provide for any
              adjustment on or prior to the effective date of any action or
              occurrence giving rise to such state of facts will be conclusive
              evidence that the board of directors has determined that it is
              equitable to make no adjustment in the circumstances.

8.       The following rules and procedures shall be applicable to the
adjustments made pursuant to clause 7:

         (a)  no adjustment in the Exercise Price shall be required unless a
              change of at least 1% of the prevailing Exercise Price would
              result, provided, however, that any adjustment which, except for
              the provisions of this clause 8(a), would otherwise have been
              required to be made, shall be carried forward and taken into
              account in any subsequent adjustment;

         (b)  the adjustments provided for in clause 7 are cumulative and shall
              apply to successive subdivisions, consolidations, dividends,
              distributions and other events resulting in any adjustment under
              the provisions of such clause;


<PAGE>
                                       5


         (c)  in the absence of a resolution of the board of directors of the
              Corporation fixing a record date for any dividend or distribution
              referred to in clause 7(a)(iii) above, the Corporation shall be
              deemed to have fixed as the record date therefor the date on which
              such dividend or distribution is effected;

         (d)  if the Corporation sets a record date to take any action and
              thereafter and before the taking of such action abandons its plan
              to take such action, then no adjustment to the Exercise Price will
              be required by reason of the setting of such record date;

         (e)  forthwith after any adjustment to the Exercise Price or the number
              of Common Shares purchasable pursuant to the Warrants, the
              Corporation shall provide to the Holder a certificate of an
              officer of the Corporation certifying as to the amount of such
              adjustment and, in reasonable detail, describing the event
              requiring and the manner of computing or determining such
              adjustment; and

         (f)  any question that at any time or from time to time arises with
              respect to the amount of any adjustment to the Exercise Price or
              other adjustment pursuant to clause 7 shall be conclusively
              determined by a firm of independent chartered accountants (who may
              be the Corporation's auditors) and shall be binding upon the
              Corporation and the Holder.

9.       On the happening of each and every such event set out in clause 7, the
applicable provisions of this Warrant, including the Exercise Price, shall, ipso
facto, be deemed to be amended accordingly and the Corporation shall take all
necessary action so as to comply with such provisions as so amended.

10.      The Corporation shall not be required to deliver certificates for
Common Shares while the share transfer books of the Corporation are properly
closed, having regard to the provisions of clauses 7 and 8 hereof, prior to any
meeting of shareholders or for the payment of dividends or for any other purpose
and in the event of the surrender of any Warrant in accordance with the
provisions hereof and the making of any subscription and payment for the Common
Shares called for thereby during any such period delivery of certificates for
Common Shares may be postponed for not more than five (5) days after the date of
the re-opening of said share transfer books. Provided, however, that any such
postponement of delivery of certificates shall be without prejudice to the right
of the Holder so surrendering the same and making payment during such period to
receive after the share transfer books shall have been re-opened such
certificates for the Common Shares called for, as the same may be adjusted
pursuant to clause 8 hereof as a result of the completion of the event in
respect of which the transfer books were closed.

11.      Subject as hereinafter provided, all or any of the rights conferred
upon the Holder by the terms hereof may be enforced by the Holder by appropriate
legal proceedings. No recourse under or upon any obligation, covenant or
agreement contained herein shall be had against any shareholder, director or
officer of the Corporation either directly or through the Corporation, it being
expressly agreed and declared that the obligations under the Warrants are solely
corporate obligations and that no personal liability whatever shall attach to or
be incurred by the shareholders, directors or officers of the Corporation or any
of them in respect thereof, any and all rights and claims against every such
shareholder, officer or director being hereby expressly waived as a condition of
and as a consideration for the issue of the Warrants.

12.      The Holder may subscribe for and purchase any lesser number of Common
Shares than the number of shares expressed in this Warrant Certificate. In the
case of any subscription for a lesser number of Common Shares than expressed in
this Warrant Certificate, the Holder hereof shall be entitled to receive at no
cost to the Holder a new Warrant Certificate in respect of the balance of
Warrant not then exercised. Such new Warrant Certificate shall be delivered by
bonded overnight courier to the Holder by the Corporation,


<PAGE>
                                       6


contemporaneously with the delivery of the certificate or certificates
representing the Common Shares issued pursuant to clause 4.

13.      If this Warrant Certificate is stolen, lost, mutilated or destroyed,
the Corporation shall, on such terms as it may in its discretion acting
reasonably impose, issue and sign and direct the Corporation's transfer agent to
countersign a new Warrant Certificate of like denomination, tenor and date as
the Warrant Certificate so stolen, lost, mutilated or destroyed for delivery to
the Holder.

14.      The Corporation shall keep at its principal office (or its transfer
agent in the City of Toronto): (a) a register of holders in which shall be
entered the names and addresses of the holders of the Warrants and of the number
of Warrants held by them; and (b) a register of transfers in which shall be
entered the date and other particulars of each transfer of Warrants. The
registers hereinbefore referred to shall be open at all reasonable times for
inspection by any Holder.

15.      The transferee of a Warrant Certificate shall, after the transfer form
attached to the Warrant Certificate or any other form of transfer acceptable to
the Corporation, acting reasonably, is duly completed and the Warrant
Certificate is lodged with the Corporation and upon compliance with all other
conditions in that regard required by this Warrant, by the Toronto Stock
Exchange or by law, be entitled to have his name entered on the register of
holders as the owner of the Warrants represented thereby free from all equities
or rights of set-off or counterclaim between the Corporation and the transferor
or any previous holder of such Warrant, save in respect of equities of which the
Corporation or the transferee is required to take notice by statute or by order
of a court of competent jurisdiction.

16.      Warrant Certificates may, upon compliance with the reasonable
requirements of the Corporation, be exchanged for Warrant Certificates in any
other denomination representing in the aggregate the same number of Warrants.
The Corporation shall issue and sign and direct the Corporation's transfer agent
to countersign, all Warrant Certificates necessary to carry out the exchanges
contemplated herein, provided:

         (i)    Warrant Certificates may be exchanged only at the principal
                office of the Corporation in the City of Mississauga;

         (ii)   any Warrant Certificates tendered for exchange shall be
                surrendered to the Corporation and cancelled; and

         (iii)  except as otherwise herein provided, the Corporation shall not
                charge Holders requesting an exchange any sum for any new
                Warrant Certificate issued.

17.      The Corporation may deem and treat the registered holder of any Warrant
Certificate as the absolute owner of the Warrants represented thereby for all
purposes, and the Corporation shall not be affected by any notice or knowledge
to the contrary except where the Corporation is required to take notice by
statute or by order of a court of competent jurisdiction. A Holder shall be
entitled to the rights evidenced by such Warrant free from all equities or
rights of set-off or counterclaim between the Corporation and the original or
any intermediate holder thereof and all persons may act accordingly and the
receipt by any such Holder of the Common Shares purchasable pursuant to such
Warrant shall be a good discharge to the Corporation for the same and the
Corporation shall not be bound to inquire into the title of any such Holder
except where the Corporation is required to take notice by statute or by order
of a court of competent jurisdiction.

18.      The Holder acknowledges that appropriate legend, as follows, will be
placed upon certificates representing any securities issued on the exchange,
assignment or exercise of the Warrants represented by this certificate until the
hold period expires for the Warrants so represented hereby.


<PAGE>
                                       7


LEGEND

         "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE
         SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE DECEMBER o, 2002."

19.      This Warrant shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable herein.

20.      The Warrants represented by this certificate and the Common Shares
issuable upon exercise hereof have not been registered under the United States
Securities Act of 1933, as amended (the "1933 ACT"). The Warrants represented by
this certificate may not be exercised by a U.S. person or person within the
United States (or on behalf of any such person) unless registered under the 1933
Act or unless an exemption from such registration is available. Terms used in
this clause 20 have the meanings assigned to them in Regulation S under the 1933
Act.

21.      All references herein to monetary amounts are references to lawful
money of Canada.

         IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate
to be signed by its duly authorized officer.

         DATED this ____ day of _____________, 200__.


                                      ADB SYSTEMS INTERNATIONAL INC.


                                      By: ______________________________________
                                                Authorized Signing Officer


<PAGE>

                                SUBSCRIPTION FORM

                  TO BE COMPLETED IF WARRANTS ARE TO BE EXERCISED:


TO:               ADB SYSTEMS INTERNATIONAL INC.
                  6725 Airport Road, Suite 201
                  Mississauga, Ontario L4V 1V2


THE UNDERSIGNED hereby subscribes for ____________ common shares of ADB Systems
International Inc. according to the terms and conditions set forth in the
annexed warrant certificate (or such number of other securities or property to
which such warrant entitles the undersigned to acquire under the terms and
conditions set forth in the annexed warrant certificate).

Address for Delivery of Shares:

                                ________________________________________________

                                ________________________________________________

                                ________________________________________________


                                Attention: _____________________________________

Exercise Price Tendered
(Cdn$0.14 per share or as adjusted)            Cdn$__________________


DATED at _____________________, this __________ day of __________________, ____.



Witness:                                    )
                                            )   ________________________________
                                            )   Holder's Name
                                            )
____________________________________________)   ________________________________
                                            )   Authorized Signature
                                            )
                                            )   ________________________________
                                            )   Title (if applicable)


<PAGE>

                                 ASSIGNMENT FORM

                  TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:


TO:               ADB SYSTEMS INTERNATIONAL INC.
                  6725 Airport Road, Suite 201
                  Mississauga, Ontario L4V 1V2



FOR VALUE RECEIVED, ______________________ Warrants represented by this Warrant

Certificate are hereby transferred to __________________________________________

residing at ___________________________________________________________________.

You are hereby instructed to take the necessary steps to effect this transfer.




DATED at ______________, this ________ day of _______________________, ________.



Witness:                                    )
                                            )  _________________________________
                                            )  Holder's Name
                                            )
____________________________________________)  _________________________________
                                            )  Authorized Signature
                                            )
                                            )  _________________________________
                                            )  Title (if applicable)


Signature guaranteed:

The signature must be guaranteed by a Canadian chartered bank or a member of a
recognized stock exchange or other entity acceptable to the Corporation.