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.

      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.


                                       1
<PAGE>

      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 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.


                                       2
<PAGE>

            (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
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.


                                       3
<PAGE>

            (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 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.


                                       4
<PAGE>

      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.

      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.


                                       5
<PAGE>

      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]


                                       6
<PAGE>

                               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.


                                       7
<PAGE>

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.


                                       8